UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED Annual Report 2014 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED Annual Report 2014 United Overseas Bank (Thai) Public Company Limited Head Office 191 South Sathon Road, Sathon, Bangkok 10120 Thailand Phone: (66) 2343 3000 Fax: (66) 2287 2973-4 www.UOB.co.th Wait at Terminal 21 Hong Sek Chern Contents 02 03 04 06 06 07 08 14 15 107 116 123 124 125 126 129 137 Company Profile Financial Highlights Chairman's Statement Board of Directors Senior Management Team Organisation Structure Management Discussion and Analysis 2014 Independent Auditor’s Report Financial Statements and Notes to Consolidated Financial Statements Other Information Risk Management Report of the Audit Committee Opinion of the Audit Committee on the Bank's Internal Control System Report of the Nomination and Compensation Committee Corporate Governance Branch Network Company Information Wait at Terminal 21 by Hong Sek Chern Chinese ink on rice paper Ms Hong Sek Chern’s Wait at Terminal 21 is the design inspiration for the cover of this year’s UOB Group Annual Report. The painting received the Gold Award for the Established Artist category in the 2014 UOB Painting of the Year (Singapore) Competition. It is symbolic of the beliefs and actions that can bind people and shape their future. Ms Hong was inspired by the determination, persistence and resilience of the Thai people and sought to capture these qualities in her painting. She portrayed a democracy movement at Bangkok’s Terminal 21 shopping mall, employing her signature style which is a complex interplay of architectural blocks and lines. The UOB Painting of the Year Competition, now in its 33rd year, promotes awareness and appreciation of art and challenges artists to produce works that inspire audiences across Southeast Asia. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 1 Company Profile United Overseas Bank (Thai) Public Company Limited (UOB (Thai)) is a fully-licensed commercial bank. With its network of 154 branches, 363 ATMs and 10 foreign exchange kiosks nationwide (as at 31 December 2014), UOB (Thai) offers consumer and corporate customers a comprehensive suite of quality products and services to meet their financial objectives and needs. To complement its commercial banking business, UOB (Thai) has two subsidiaries providing futures broking and debt collection services. UOB (Thai) is 99.66 per cent owned by Singapore-based United Overseas Bank Limited (UOB), which has a global network of more than 500 offices in 19 countries and territories in Asia Pacific, Western Europe and North America. A regional bank rooted in Thailand, UOB (Thai) provides customers with financial expertise and connectivity across Asia. It offers innovative financial solutions, quality products and excellent service through understanding and identifying the needs of its customers. UOB (Thai) is rated among the top banks in Thailand by Moody’s Investors Service, Fitch Ratings, and Standard & Poor’s: Moody’s Investors Service: International Ratings Long-Term Short-Term Financial Strength Fitch Ratings: International Ratings National Ratings Standard & Poor’s: International Ratings ASEAN Regional Ratings 2 Baa1 Prime-2 D Long-Term Short-Term Viability Support Long-term Short-term AF2 bb+ 1 AAA(tha) F1+(tha) Long-term Short-term Long-term Short-term BBB+ A2 axA+ axA-1 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Financial Highlights Audited Financial Statements Financial Position (Million Baht) Assets Loans Allowance for doubtful accounts Deposits Liabilities Shareholders' equity Capital funds Earnings Performance (Million Baht) Net interest income Non-interest income Bad debt, doubtful accounts and impairment loss Net profit before tax Net profit after tax Ratios (%) Net interest income to average assets Return on average assets Return on average equity Earnings per share - basic (Baht) Book value per share (Baht) Capital adequacy ratio 2014 2013 397,862 266,574 8,011 268,477 357,908 39,774 43,707 407,863 255,427 6,931 234,641 370,570 37,293 39,011 11,170 3,043 2,633 3,094 2,485 10,331 2,767 2,662 3,337 2,947 2.77 0.62 6.45 1.00 16.00 18.04 2.70 0.77 8.22 1.19 15.00 15.92 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 3 Chairman’s Statement Our guiding principle has always been to do what is right for our customers, at all times. 2014 Review Thailand’s consumption, investment and tourism were impacted by political uncertainty that began in late 2013 and continued into 2014. Demand for the country’s exports was subdued and continued to be weighed down by economic weakness in its main export markets. The political situation improved in May 2014 and the current government subsequently approved measures to revive the economy by boosting spending and to renew investor interest. Overall, Thailand’s economy grew 0.7 per cent in 2014. 2014 Bank Performance Against the operating environment, UOB (Thai)’s net profit after tax dropped to Baht 2.5 billion from Baht 2.9 billion in 2013. Total income increased 9 per cent to Baht 14.2 billion, mainly attributable to loans growth. The Bank saw total loans increase by 4 per cent to Baht 266.6 billion, primarily due to an increase in housing loans, and achieved a healthy growth in total deposits by 14 per cent to Baht 268.5 billion. This gave the Bank a loans to deposits ratio of 99.3 per cent at year’s end. Asset quality remained healthy with non-performing loans ratio at 2.3 per cent, which was the same as industry average. The Bank has set aside a provision of Baht 2.6 billion in view of economic volatility abroad and at home. 4 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Corporate Developments We continued to invest in new product and service capabilities. In the year under review, we completed the upgrading of our Personal Internet Banking platform to offer customers a better online banking experience. Our Transaction Banking team’s success in serving customers with cross-border needs through the UOB Group’s extensive branch network across Asia and strong relationships with correspondent banks, won UOB (Thai) the Best Service Provider award in Trade Finance, Thailand, from The Asset. 2015 Outlook There is cause for optimism in 2015. Business sentiment has recovered with the return of political stability. Domestic consumption has increased on the back of rising real wages and low unemployment rates. The government’s forthcoming infrastructure projects will further boost the domestic economy.Thai businesses can draw strength from its domestic market to seize opportunities in the region as the regional countries work towards closer economic integration. UOB (Thai) also received a vote of confidence from businesses in the 2014 Asiamoney Cash Management Poll on best foreign domestic and best foreign cross-border cash management service provider in Thailand. Acknowledgement I would like to thank the Board of Directors for their wise counsel and guidance throughout the year. On behalf of the Board of Directors, I would like to extend our appreciation to our valued customers for their trust and continued support, and to the management and staff for their commitment and dedication. Our guiding principle has always been to do what is right for our customers, at all times. This past year, UOB (Thai) became one of the first five financial institutions in Thailand to earn a certification from Thailand’s Private Sector Collective Action Coalition Against Corruption. This was achieved by putting in place good business principles and controls against corruption and bribery. Wee Cho Yaw Chairman February 2015 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 5 Board of Directors Wee Cho Yaw Wee Ee Cheong Chinnawat Bulsuk Suebtrakul Soonthornthum Arun Chirachavala Lee Chin Yong Cheo Chai Hong Peter Foo Moo Tan Sanchai Apisaksirikul Chairman Deputy Chairman Independent Director Independent Director Independent Director Director Director Director Director Senior Management Team Peter Foo Moo Tan Steven Ngeo Swee Guan Arthur Gan Lian Aun Pailin Ngsriwongse Patchanee Vongsilpawattana Pisal Kattiyothaivong Sayumrat Maranate Piyaporn Ratanaprasartporn Yuttachai Teyarachakul Lim Keng Teck Roongthip Angkasirisan Yau Chi Choi Ho Swit Moy Margaret Pojanee Rungsang Sanchai Apisaksirikul Sirima Taecharungnirun Sasiwimol Arayawattanapong Ngamjitt Sirijindalert Busba Virochpoka Pornchai Wiwatpattarakul Manit Panichakul 6 President and Chief Executive Officer Managing Director, Head of Credit and Risk Management Executive Director, Country Head of Global Markets Executive Director, Country Head of Corporate Banking Executive Director, Country Head of Transaction Banking Executive Director, Country Head of Debt Capital Markets Executive Director, Country Head of Business Banking Executive Director, Country Head of Commercial Banking Executive Director, Country Head of Personal Financial Services Executive Director, Country Head of Channels Executive Director, Country Head of Risk Management Executive Director, Country Head of Retail Credit Executive Director, Country Head of Credit Approval Executive Director, Country Head of Special Asset Management Executive Director, Country Head of Finance and Corporate Services Executive Director, Country Head of Technology and Operations Executive Director, Country Head of Human Resources Executive Director, Country Head of Project Management Office Executive Director, Country Head of Brand Performance and Corporate Communications Executive Director, Country Head of Compliance and Country Head of Legal and Secretariat Executive Director, Country Head of Internal Audit | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 7 Brand Performance and Corporate Communications Channels Wholesales Banking Shared Services Debt Capital Markets Financial Institution Retail Shared Services Legal and Secretariat Personal Financial Services Transaction Banking Project Management Office Human Resources Technology and Operations Commercial Banking Corporate Banking SAM Credit Committee IT Committee Financial and Corporate Services Credit Committee ALCO Business Banking Credit Management Committee Operational Risk Management Committee Anti-Money Laundering Committee Risk and Capital Committee Retail Credit Special Asset Management Credit Approval Risk Management Head of Credit and Risk Management Nomination and Compensation Committee Management Committee Executive Committee Global Markets President and CEO Board of Directors Organisation Structure Compliance Internal Audit Audit Committee United Overseas Bank (Thai) Public Company Limited 31 December 2014 Management Discussion and Analysis 2014 8 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Management Discussion and Analysis 2014 Statutory Financial Results The Bank reported operating income for the year 2014 of Baht 14,213 million, higher than the previous year by Baht 1,114 million or 9% contributed by rise in net interest income from loans, fee income on insurance and card-related business. Operating expenses increased from Baht 7,835 million by Baht 651 million or 8%. In 2013, there was a reversal on impairment loss of properties foreclosed and other assets of Baht 735 million. Consequently, a net profit before tax was at Baht 3,094 million, a decrease of Baht 243 million compared to last year. The loan impairment charge in 2014 stood at Baht 2,633 million, compared to same period last year of Baht 2,662 million. In 2013, the Bank had net profit from discontinued operations of a subsidiary of Baht 242 million. As a result, a year-on-year basis net profit after tax was lower by Baht 462 million to Baht 2,485 million in 2014. Summarised Statutory Financial Results For the Year Ended 31 December 2014 and 2013 Million Baht Statements of Income Interest income Interest expenses Net Interest income Non-interest income Total operating income Operating expenses Operating income after operating expenses Reversal losses on impairment of properties foreclosed and other assets Operating profit before impairment Bad debt, doubtful accounts and impairment loss Net profit before income tax expenses Income tax expenses Non-controlling interests of subsidiaries Profit from discontinued operations Net profit 2014 audited 2013 audited % change 18,532 7,362 11,170 3,044 14,213 8,486 5,727 17,578 7,247 10,331 2,767 13,099 7,835 5,264 5.4 1.6 8.1 10.0 8.5 8.3 8.8 5,727 2,633 3,094 608 1 2,485 735 5,999 2,662 3,337 630 2 242 2,947 (100.0) (4.5) (1.1) (7.3) (3.5) (35.5) (100.0) (15.7) Key Financial Position Items Million Baht Total assets Total loans to customers Total deposits Total liabilities Total shareholders’ equity Non-performing loans (NPLs) 31 Dec 14 31 Dec 13 audited audited 397,682 266,574 268,477 357,908 39,774 6,638 407,863 255,427 234,641 370,570 37,293 5,262 % change (2.5) 4.4 14.4 (3.4) 6.7 26.1 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 9 Management Discussion and Analysis 2014 Key Financial Ratios (%) Net interest income to average assets Gross loans to deposits ratio Net loans to deposits ratio NPLs to total loans ratio Capital adequacy ratio Net Interest Income Net interest income (NII) for 2014 was Baht 11,170 million, a 8.1% or Baht 838 million higher than last year, after payment to the Deposit Protection Agency and Financial Institutions Development Fund. The higher NII was mainly due to robust growth in loans volume as well as credit margin. Non-Interest Income Non-interest income for 2014 was Baht 3,044 million, an increase of Baht 277 million or 10% compared with the previous year. This was mainly due to consistent growth in fees and services income largely from insurance and card-related business. Operating Expenses The Bank’s operating expenses for 2014 was at Baht 8,486 million, an increase of Baht 651 million or 8.3% compared with last year’s expenses. This was excluding the reversal loss on impairment of properties foreclosed and provision for contingent losses from gain/loss sharing from Thai Asset Management Corporation’s management of impaired assets and other assets amounting to Baht 735 million. In addition, employee’s expenses in 2014 increased by Baht 377 million especially in lending and sales. The non-staff expenses increased by THB 274 million mainly from the business related areas including advertising expenses, specific business taxes, and provision for contingent liabilities. Impairment Loss on Loans The Bank set aside a total of Baht 2,633 million in loan loss provisions for 2014, which was 1.1% lower than provisions made for the previous year, in line with the Bank’s prudent and conservative provision policy. 10 31 Dec 14 audited 31 Dec 13 audited 2.8 99.3 96.5 2.3 18.0 2.7 108.9 106.0 1.7 15.9 change 0.1 (9.6) (9.5) 0.6 2.1 Capital Expenditure The Bank’s capital expenditure for 2014 totaled Baht 1,009 million, higher by Baht 481 million compared with Baht 528 million in 2013, an increase of Baht 481 million primarily due to cost of land for the new Operation and Data Center. Dividend Payment Policy The Bank’s dividend payment policy is governed by Bank of Thailand and The Public Company Limited Act. The dividend payment is subject to approval by shareholders at the Annual General Meeting, and does not exceed 45% of net profit for the year. Assets In 2014, loans increased by 4.4% or Baht 11,146 million to THB 266,574 million, largely contributed by Retail Banking businesses. Total assets as at 31 December 2014 was at Baht 397,682 million, a decrease of Baht 10,181 million or 2.5% from the previous year, largely due to the decline in investment and interbank activities. Liabilities In 2014, deposits grew by 14.4% or Baht 33,835 million to Baht 268,477 million. However, total liabilities dropped by 3.4% to Baht 357,908 million, largely attributed to interbank and money market items of Baht 28,103 million and the maturity of bills of exchange of Baht 22,440 million in 2014. Shareholders’ Equity As of 31 December 2014, shareholders’ equity was at Baht 39,774 million, an increase of Baht 2,481 million, or 6.7% from last year was mainly from net profit of the year. | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Management Discussion and Analysis 2014 Loans Portfolio % of total loans Housing Trading Manufacturing Real Estate Services Utilities Bank and Finance Construction Agriculture, Forestry and Mining Others Total Loans Loan by Industry 2014 Housing 34.0% Trading 16.5% Manufacturing 13.0% Real Estate 5.9% Services 5.8% Utilities 5.4% Bank and Finance 2.3% Construction 2.0% Agriculture, Forestry and Mining 0.4% Others 14.7% Loan by Industry 2013 2014 2013 34.0 16.5 13.0 5.9 5.8 5.4 2.3 2.0 0.4 14.7 30.1 18.7 13.5 5.8 6.0 6.7 2.9 2.1 0.8 13.4 100.0 100.0 Housing 30.1% Trading 18.7% Manufacturing 13.5% Real Estate 5.8% Services 6.0% Utilities 6.7% Bank and Finance 2.9% Construction 2.1% Agriculture, Forestry and Mining 0.8% Others 13.4% The proportion of housing loans to total loans increased from 30.1% in 2013 to 34.0% in 2014. While loans to the trading industry went down from 18.7% to 16.5% and loans to the utilities industry also decreased from 6.7% to 5.4%. Loans to Top 10 Customer Groups % of total loans Loans to top 10 customer groups Others Total loans 2014 2013 7.1 92.9 7.6 92.4 100.0 100.0 The loan concentration in 2014 decreased from the previous year. Loans to the top 10 largest customer groups accounted for 7.1% of total loans, dropped from 7.6% in 2013. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 11 Management Discussion and Analysis 2014 Classification of Loans* 2014 2013 Million Baht % Million Baht % Pass Special mention 256,525 3,892 96.1 1.5 301,488 3,979 97.0 1.3 Total Performing loans 260,417 97.6 305,467 98.3 Substandard Doubtful Doubtful of loss 1,409 858 4,372 0.5 0.3 1.6 1,321 628 3,313 0.4 0.2 1.1 Total NPLs 6,638 2.4 5,262 1.7 267,055 100.0 310,729 100.0 Grand total * Including interbank and money market loans Asset Quality Ratios % NPLs / Total loans* Allowance for doubtful accounts / NPLs Allowance for doubtful accounts / Total loans* 2014 2013 2.3 120.7 3.0 1.7 131.7 2.7 * Including interbank and money market loans Non-Performing Loan (NPL) Management NPLs in 2014 stayed at Baht 6,638 million, an increase of Baht 1,376 million when compared with 5,262 million in 2013. As a result, NPLs to total loans ratio rose to 2.3%. Deposit Structure % of total deposits Current deposits Savings deposits Time deposits - under 6 months - 6 months - 1 year - over 1 year Total 12 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 2014 2013 2.9 54.8 42.3 5.7 29.5 7.1 3.1 44.5 52.4 8.5 37.1 6.8 100.0 100.0 Management Discussion and Analysis 2014 Deposit Structure 2014 Current deposits Savings deposits Time deposits < 6 mths Time deposits 6 mths - 1 year Time deposits > 1 year 2.9% 54.8% Current deposits Savings deposits Time deposits < 6 mths Time deposits 6 mths - 1 year Time deposits > 1 year Deposit Structure 2013 5.7% 29.5% 7.1% 3.1% 44.5% 8.5% 37.1% 6.8% As at 31 December 2014, the Bank had total deposits of Baht 268,477 million, an increase of 14.4% from end-2013, which was largely driven by saving deposits. Total current and savings deposits accounted for 57.7% of total deposit bases, while fixed deposits accounted for 42.3%. Net Loans-to-deposits ratio was 96.5% as at end-2014 compared with 106.0% as at end-2013. Capital Funds 2014 Total capital fund CET 1 & Tier 1 capital Tier 2 capital and others 2013 Million Baht % CAR Million Baht % CAR 43,707 36,946 6,761 18.0 15.3 2.7 39,011 32,268 6,743 15.9 13.2 2.7 The Bank adopted the Foundation Internal Ratings Based Approach (FIRB) under Basel III capital framework. As at 31 December 2014, the Bank’s Total Capital Adequacy Ratio remained strong at 18.0% while the CET1 and Tier 1 capital ratio were at 15.3%, which was above the Bank of Thailand (BOT)’s minimum requirement of 8.50% and 4.25% respectively. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 13 Independent Auditor’s Report To the Shareholders of United Overseas Bank (Thai) Public Company Limited I have audited the accompanying consolidated financial statements of United Overseas Bank (Thai) Public Company Limited and its subsidiaries, which comprise the consolidated statements of financial position as at 31 December 2014, and the related consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. I have also audited the separate financial statements of United Overseas Bank (Thai) Public Company Limited for the same period. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Thai Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with Thai Standards on Auditing. Those standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion. Opinion In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of United Overseas Bank (Thai) Public Company Limited and its subsidiaries and of United Overseas Bank (Thai) Public Company Limited as at 31 December 2014, their financial performance and cash flows for the year then ended in accordance with Thai Financial Reporting Standards. Ratana Jala Certified Public Accountant (Thailand) No. 3734 EY Office Limited Bangkok: 6 March 2015 14 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 United Overseas Bank (Thai) Public Company Limited 31 December 2014 Financial Statements and Notes to Consolidated Financial Statements UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 15 Statements of Financial Position As at 31 December 2014 and 2013 (Unit: Thousand Baht) Consolidated financial statements Assets Cash Interbank and money market items - net Derivatives assets Investments - net Investments in subsidiaries - net Loans to customers and accrued interest receivables - net Loans to customers Accrued interest receivables Total loans to customers and accrued interest receivables Less: Deferred revenue Allowance for doubtful accounts 2014 2013 2014 2013 8 9 10 11 12 6,177,949 25,984,060 6,221,291 88,353,882 5,661 4,783,075 60,448,919 9,609,506 73,117,780 5,661 6,177,949 25,983,920 6,221,291 88,353,882 196,911 4,783,075 60,448,750 9,609,506 73,117,780 199,911 266,573,737 781,609 255,427,471 755,391 266,573,737 781,609 255,427,471 755,391 267,355,346 (341,581) (8,011,309) 256,182,862 (495,848) (6,930,723) 267,355,346 (341,581) (8,011,309) 256,182,862 (495,848) (6,930,723) 259,002,456 248,756,291 259,002,456 248,756,291 1,648 1,773,925 5,528,250 890,690 774,228 2,967,485 110,782 1,888,938 5,121,778 894,334 552,492 2,573,060 1,648 1,773,925 5,522,846 883,510 770,814 2,954,300 110,782 1,888,938 5,116,575 885,879 548,057 2,561,635 397,681,525 407,862,616 397,843,452 408,027,179 14 15 Total loans to customers and accrued interest receivables - net Customers' liability under acceptance Properties foreclosed - net Premises and equipment - net Other intangible assets - net Deferred tax assets - net Other assets - net Total assets 16 17 18 19 20 The accompanying notes are an integral part of the financial statements. 16 Separate financial statements Note | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Statements of Financial Position (continued) (Unit: Thousand Baht) Consolidated financial statements Separate financial statements Note 2014 2013 2014 2013 22 23 268,476,602 61,928,704 2,614,628 6,245,157 11,603,710 1,648 1,634,504 275,900 2,117,239 3,009,710 234,641,259 90,031,482 2,855,964 7,782,163 28,018,584 110,782 1,492,902 266,080 1,515,148 3,855,479 268,682,903 61,928,704 2,614,628 6,245,157 11,603,710 1,648 1,623,760 275,900 2,099,097 3,036,711 234,868,278 90,031,482 2,855,964 7,782,163 28,018,584 110,782 1,485,078 266,080 1,493,081 3,882,971 357,907,802 370,569,843 358,112,218 370,794,463 24,856,613 24,856,613 24,856,613 24,856,613 24,856,613 2,035,821 24,856,613 1,983,243 24,856,613 2,035,821 24,856,613 1,983,243 595,000 12,248,243 469,000 9,947,134 595,000 12,243,800 469,000 9,923,860 Equity attributable to equity holders of the Bank Non-controlling interests of the subsidiaries 39,735,677 38,046 37,255,990 36,783 39,731,234 - 37,232,716 - Total shareholders' equity 39,773,723 37,292,773 39,731,234 37,232,716 397,681,525 407,862,616 397,843,452 408,027,179 Liabilities and shareholders' equity Liabilities Deposits Interbank and money market items Liability payable on demand Derivatives liabilities Debt issued and borrowings Bank's liability under acceptance Provisions for long-term employee benefits Provisions for other liabilities Accrued expenses Other liabilities 10 24 25 26 27 Total liabilities Shareholders' equity Share capital Registered share capital 2,485,661,305 ordinary shares at par value of Baht 10 each Issued and paid-up share capital 2,485,661,305 ordinary shares at par value of Baht 10 each Other components of equity Retained earnings Appropriated Statutory reserve Unappropriated 28 29 Total liabilities and shareholders' equity Peter Foo Moo Tan President and Chief Executive Officer Sanchai Apisaksirikul Director and Executive Director The accompanying notes are an integral part of the financial statements. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 17 Statements of Comprehensive Income For the years ended 31 December 2014 and 2013 (Unit: Thousand Baht) Consolidated financial statements Continuing Operations Interest income Interest expenses 2014 2013 2014 2013 41 42 18,531,763 7,361,861 17,578,068 7,246,661 18,531,736 7,364,798 17,578,021 7,249,869 11,169,902 10,331,407 11,166,938 10,328,152 3,336,484 396,305 3,078,853 360,353 3,318,597 568,053 3,078,504 532,804 43 2,940,179 2,718,500 2,750,544 2,545,700 44 45 (185,975) 61,442 30,587 197,343 (454,742) 162,134 24,555 83,022 233,872 (185,975) 62,377 60,587 222,888 (454,742) 136,408 549,554 83,022 235,383 14,213,478 13,098,748 14,077,359 13,423,477 4,341,710 9,600 1,143,777 630,367 3,964,827 9,390 1,121,862 567,268 4,224,976 9,600 1,139,644 630,156 3,857,485 9,390 1,116,105 567,262 (5,130) 525,584 1,840,185 (734,857) 545,997 1,625,664 (5,130) 525,584 1,811,314 (734,857) 545,997 1,610,048 Net interest income Fees and service income Fees and service expenses Net fees and service income Net losses on trading and foreign exchange transactions Net gains on investments Dividend income Gain on NPL repayment Other operating income Total operating income Other operating expenses Employee's expenses Directors' remuneration Premises and equipment expenses Taxes and duties Reversal on impairment loss of properties foreclosed and other assets Data Processing charges Other expenses Separate financial statements Note 46 8,486,093 7,100,151 8,336,144 6,971,430 Bad debt, doubtful accounts and impairment loss Total other operating expenses 47 2,633,064 2,661,947 2,633,064 2,661,947 Profit before income tax expenses Income tax expenses 37 3,094,321 608,078 3,336,650 629,974 3,108,151 605,319 3,790,100 625,356 2,486,243 2,706,676 2,502,832 3,164,744 Profit from continuing operations Discontinued operations Net profit after tax from discontinued operations Net profit 13 - 242,134 - - 2,486,243 2,948,810 2,502,832 3,164,744 The accompanying notes are an integral part of the financial statements. 18 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Statements of Comprehensive Income (continued) (Unit: Thousand Baht) Consolidated financial statements Note Other comprehensive income (loss) Continuing operations Gain on revaluation of available-for-sale investments Actuarial losses on defined benefit plans Income tax relating to components of other comprehensive loss 13 Total other comprehensive income from discontinued operations 2013 Separate financial statements 2014 2013 48 Total other comprehensive loss from continuing operations Discontinued operations Other comprehensive income from discontinued operations 2014 126,697 (145,073) 3,558 (132,998) 126,697 (143,850) 3,558 (133,443) 3,675 25,888 3,431 25,977 (14,701) (103,552) (13,722) (103,908) - 1,185 - - - 1,185 - - (14,701) (102,367) (13,722) (103,908) Total comprehensive income Total comprehensive income from continuing operations Total comprehensive income from discontinued operations 2,471,542 2,603,124 2,489,110 3,060,836 - 243,319 - - Total comprehensive income 2,471,542 2,846,443 2,489,110 3,060,836 Net profit attributable to: Equity holders of the Bank Net profit from continuing operations Net profit from discontinued operations 2,484,980 - 2,704,718 242,134 2,502,832 - 3,164,744 - Net profit attributable to the Bank 2,484,980 2,946,852 2,502,832 3,164,744 1,263 - 1,958 - Total other comprehensive loss Non-controlling interests of the subsidiaries Net profit from continuing operations Net profit from discontinued operations Net profit attributable to non-controlling interests of subsidiaries 1,263 1,958 2,486,243 2,948,810 The accompanying notes are an integral part of the financial statements. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 19 Statements of Comprehensive Income (continued) (Unit: Thousand Baht) Consolidated financial statements Note Total comprehensive income attributable to: Equity holders of the Bank Total comprehensive income from continuing operations Total comprehensive income from discontinued operations Total comprehensive income attributable to the Bank Non-controlling interests of the subsidiaries Total comprehensive income from continuing operations Total comprehensive income from discontinued operations Total comprehensive income attributable to non-controlling interests of the subsidiaries Earnings per share of equity holders of the Bank Basic earning per share (Baht) From continuing operations From discontinued operations 2013 2014 2013 2,470,279 2,601,184 2,489,110 3,060,836 - 243,319 - - 2,470,279 2,844,503 2,489,110 3,060,836 1,263 1,940 - - 1,263 1,940 2,471,542 2,846,443 1.00 - 1.09 0.10 1.01 - 1.27 - 1.00 1.19 1.01 1.27 38 Peter Foo Moo Tan President and Chief Executive Officer The accompanying notes are an integral part of the financial statements. 20 Separate financial statements 2014 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Sanchai Apisaksirikul Director and Executive Director UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 21 - 1,635,124 (15,560) - Beginning balance as of 1 January 2013 24,856,613 Disposal and amortisation of revaluation surplus on assets Net profit for the year Other comprehensive income (loss) Total comprehensive income for the year Unappropriated retained earnings transferred to statutory reserve - The accompanying notes are an integral part of the financial statements. 24,856,613 1,570,785 465,036 - - Ending balance as of 31 December 2014 363,679 101,357 101,357 1,619,564 (48,779) - Beginning balance as of 1 January 2014 24,856,613 Disposal and amortisation of revaluation surplus on assets Net profit for the year Other comprehensive income (loss) Total comprehensive income for the year Unappropriated retained earnings transferred to statutory reserve - 363,679 1,619,564 investments 24,856,613 Ending balance as of 31 December 2013 360,831 2,848 2,848 assets share capital surplus on surplus on Retained earnings 595,000 126,000 469,000 - 469,000 160,000 309,000 - Total equity of the Bank 37,255,990 - 12,248,243 (126,000) 39,735,677 - 9,947,134 37,255,990 58,187 9,408 2,484,980 2,484,980 (116,058) (14,701) 2,368,922 2,470,279 9,947,134 (160,000) controlling Non- 38,046 - 36,783 1,263 1,263 36,783 - 39,773,723 - 37,292,773 9,408 2,486,243 (14,701) 2,471,542 37,292,773 - 34,843 34,442,012 4,318 1,958 2,948,810 (18) (102,367) 1,940 2,846,443 subsidiaries Total (Unit: Thousand Baht) equity holders interests of the 7,245,601 34,407,169 19,878 4,318 2,946,852 2,946,852 (105,197) (102,349) 2,841,655 2,844,503 reserve Unappropriated Statutory Revaluation Appropriated Revaluation Issued Other components of equity attributable to Consolidated financial statements Equity attributable to equity holders of the Bank and paid-up For the years ended 31 December 2014 and 2013 Statements of Changes in Shareholders’ Equity 22 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 24,856,613 24,856,613 24,856,613 Ending balance as of 31 December 2013 Beginning balance as of 1 January 2014 Disposal and amortisation of revaluation surplus on assets Net profit for the year Other comprehensive income (loss) Total comprehensive income for the year Unappropriated retained earnings transferred to statutory reserve Ending balance as of 31 December 2014 The accompanying notes are an integral part of the financial statements. Peter Foo Moo Tan President and Chief Executive Officer 24,856,613 - Issued and paid-up share capital Beginning balance as of 1 January 2013 Disposal and amortisation of revaluation surplus on assets Net profit for the year Other comprehensive income (loss) Total comprehensive income for the year Unappropriated retained earnings transferred to statutory reserve (continued) Statements of Changes in Shareholders’ Equity 1,570,785 1,619,564 (48,779) - 1,619,564 1,635,124 (15,560) - Revaluation surplus on assets 595,000 469,000 126,000 469,000 309,000 160,000 12,243,800 9,923,860 58,187 2,502,832 (115,079) 2,387,753 (126,000) 9,923,860 7,005,994 19,878 3,164,744 (106,756) 3,057,988 (160,000) 39,731,234 37,232,716 9,408 2,502,832 (13,722) 2,489,110 - 37,232,716 34,167,562 4,318 3,164,744 (103,908) 3,060,836 - Total (Unit: Thousand Baht) Unappropriated Retained earnings Appropriated Statutory reserve Sanchai Apisaksirikul Director and Executive Director 465,036 363,679 101,357 101,357 - 363,679 360,831 2,848 2,848 - Revaluation surplus on investments Other components of equity Separate financial statements Statements of Cash Flows For the years ended 31 December 2014 and 2013 (Unit: Thousand Baht) Consolidated financial statements Cash flows from operating activities Profit before income tax expenses from continuing operations Profit before income tax expenses from discontinued operations Profit before income tax expenses Adjustments to reconcile profit before income tax to net cash provided by (paid from) operating activities: Depreciation Amortisation and loss on assets written off Unrealised (gain) loss on revaluation of investments (Reversal) impairment loss on securities Bad debt, doubtful accounts and impairment loss Gain on entire business transfer of a subsidiary Reversal on impairment loss of properties foreclosed and other assets Gain on disposal of investments Gain on disposal of premises and equipment (Gain) loss on exchange (Increase) decrease in accrued other income Increase in provisions for long-term employee benefits Increase (decrease) in provisions Increase in accrued other expenses Net interest income Dividend income Cash received on interest income Cash received on dividend income Cash paid on interest expenses Cash paid on income tax Income from operating activities before changes in operating assets and liabilities Separate financial statements 2014 2013 2014 2013 3,094,321 3,336,650 3,108,151 3,790,100 - 263,097 - - 3,094,321 3,599,747 3,108,151 3,790,100 336,967 175,363 19,950 1,114 3,156,688 - 339,226 184,492 (14,985) (9,461) 3,104,519 (165,505) 335,756 173,776 19,950 (24,612) 3,156,688 - 335,618 182,841 (14,985) 16,265 3,104,519 - (8,479) (62,781) (4,328) 200,710 (19,810) 157,022 9,820 138,605 (11,169,902) (30,587) 18,516,970 30,587 (7,700,892) (508,250) (734,857) (166,334) (5,154) (1,235,272) 33,397 134,381 (47,273) 159,294 (10,331,407) (24,555) 18,108,691 24,555 (7,213,059) (291,280) (8,479) (62,781) (4,328) 200,710 (20,094) 155,325 9,820 141,344 (11,166,938) (60,587) 18,514,643 30,587 (7,704,225) (502,983) (734,857) (166,334) (3,992) (1,235,272) (13,726) 131,952 (47,273) 156,950 (10,328,152) (549,554) 18,115,181 24,555 (7,216,390) (271,140) 6,333,088 5,449,160 6,291,723 5,276,306 The accompanying notes are an integral part of the financial statements. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 23 Statements of Cash Flows (continued) (Unit: Thousand Baht) Consolidated financial statements 2014 2013 Separate financial statements 2014 2013 (Increase) decrease in operating assets Interbank and money market items Investment in securities for trading Derivatives assets Loans to customers Properties foreclosed Other assets Increase (decrease) in operating liabilities Deposits Interbank and money market items Liability payable on demand Derivatives liabilities Debt issued and short-term borrowings Provisions for long-term employee benefits Other liabilities 34,450,724 3,446 7,562,505 (13,304,563) 275,772 54,973 (5,021,652) (4,402,555) 1,396,453 (42,853,540) 564,125 348,274 34,450,695 3,446 7,562,505 (13,304,563) 275,772 56,731 (4,928,713) (4,402,555) 1,396,453 (42,853,681) 564,125 423,424 33,779,634 (28,408,946) (241,213) (5,714,849) (22,238,273) (160,493) (506,738) 32,748,734 6,343,784 (711,180) (2,193,412) (480,019) (129,714) 1,013,585 33,758,917 (28,408,946) (241,213) (5,714,849) (22,238,273) (160,493) (506,833) 32,761,399 6,300,965 (711,180) (2,193,413) (480,019) (129,714) 1,020,375 Net cash provided by (used in) operating activities 11,885,067 (7,927,957) 11,824,619 (7,956,228) Cash flows from investing activities Proceeds from sales of investments Cash paid for investments Dividend received from subsidiary companies Cash received from liquidation of a subsidiary Cash received from entire business transfer of subsidiary Proceeds from sales of premises and equipment Purchases of premises and equipment Purchases of intangible assets Proceeds from sales of intangible assets 39,854,602 (55,188,561) 4,353 (843,349) (166,034) - 79,154,418 (76,181,072) 600,000 10,033 (344,982) (183,204) 74 39,854,602 (55,188,561) 30,000 28,726 4,353 (841,935) (165,726) - 79,154,418 (76,181,072) 525,000 107,000 3,998 (343,384) (182,386) 74 Net cash provided by (used in) investing activities (16,338,989) 3,055,267 (16,278,541) 3,083,648 The accompanying notes are an integral part of the financial statements. 24 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Statements of Cash Flows (continued) (Unit: Thousand Baht) Consolidated financial statements Separate financial statements 2014 2013 2014 2013 Cash flows from financing activities Cash received for debt issued and long-term borrowings 5,848,796 4,990,577 5,848,796 4,990,577 Net cash provided by financing activities 5,848,796 4,990,577 5,848,796 4,990,577 Net Increase in cash and cash equivalents Cash and cash equivalents as at 1 January 1,394,874 4,783,075 117,887 4,665,188 1,394,874 4,783,075 117,997 4,665,078 Cash and cash equivalents as at 31 December 6,177,949 4,783,075 6,177,949 4,783,075 67,777 109,671 67,777 109,671 Supplemental disclosures of cash flows information Non-cash item Properties foreclosed received in settlement of debts from borrowing Peter Foo Moo Tan President and Chief Executive Officer Sanchai Apisaksirikul Director and Executive Director The accompanying notes are an integral part of the financial statements. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 25 Notes to Consolidated Financial Statements (continued) For the years ended 31 December 2014 and 2013 1. Corporate information United Overseas Bank (Thai) Public Company Limited (“the Bank”) is a public company incorporated and domiciled in Thailand. The Bank’s main business is commercial banking. The registered office of the Bank is at 191 South Sathon Road, Sathon, Bangkok. As at 31 December 2014, the Bank conducts its business through a network of 154 branches, covering all parts of Thailand (2013: 155 branches). Its major shareholder is United Overseas Bank Limited, a company registered in Singapore. All subsidiaries were incorporated as companies under Thai law and operate their businesses in Thailand. Their principal businesses are derivatives brokerage and debt collection services. 2. Basis of preparation The financial statements have been prepared in accordance with Thai Financial Reporting Standards enunciated under the Accounting Profession Act B.E. 2547 and the presentation of the financial statements has been made in compliance with the Bank of Thailand (“BOT”)’s Notification No. Sor Nor Sor. 11/2553 regarding “Preparation and Announcement of Financial Statements of Commercial Banks and Parent Companies of Financial Holding Groups”, dated 3 December 2010. The financial statements in Thai language are the official statutory financial statements of the Bank. The financial statements in English language have been translated from the Thai language financial statements. The financial statements have been prepared on a historical cost basis except for those that have been disclosed in the accounting policy. 3. Basis of consolidation (a) These consolidated financial statements include the financial statements of United Overseas Bank (Thai) Public Company Limited (“the Bank”) and the following subsidiaries (“the subsidiaries”): Country of Business type registration Subsidiaries UOB Bullion and Futures (Thai) Co., Ltd. UOB Services Co., Ltd. Derivatives Brokerage Debt Collection Business UOB Leasing (Thai) Co., Ltd. Liquidation Thai Wealth Management Co., Ltd. (formerly known as UOB Asset Management Liquidation (Thai) Co., Ltd.) completed Percentage of share holdings Percentage of total assets included in consolidated assets As at 31 December As at 31 December Percentage of income included in consolidated income For the years ended 31 December 2014 2013 2014 2013 2014 2013 Thailand 75.00 75.00 0.01 0.01 0.12 0.13 Thailand Thailand 99.99 99.99 99.99 99.99 0.01 -* Thailand - 99.99 - -* -* - - * The consolidated financial statements for the years ended 31 December 2014 and 2013 excluded the financial statements of a subsidiary company, UOB Leasing (Thai) Co., Ltd. 26 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 -* 2.66 Notes to Consolidated Financial Statements (continued) UOB Asset Management (Thai) Co., Ltd transferred its entire business to UOB Asset Management (Thailand) Co., Ltd. on 1 July 2013. It changed its name to “Thai Wealth Management Co., Ltd” and registered the dissolution of the business with the Ministry of Commerce in October 2013. The consolidated financial statements for the year ended 31 December 2013 included operating results of Thai Wealth Management Co., Ltd. for the year then ended, which was separately presented under "Profit from discontinued operations" in the consolidated statements of comprehensive income. Details are as disclosed in Note 13 to the financial statements. The consolidated financial statements for the year ended 31 December 2014 excluded the financial statements of Thai Wealth Management Co., Ltd., which liquidation was completed and registered with the Department of Business Development, Ministry of Commerce on 28 October 2014. The consolidated financial statements for the years ended 31 December 2014 and 2013 excluded the financial statements of a subsidiary company, UOB Leasing (Thai) Co., Ltd., because all of its business had already been transferred to the Bank, including its assets, liabilities, commitments and employees. The subsidiary company registered its dissolution with the Ministry of Commerce in the year 2010 and is in the process of being liquidated. The Management believes that the financial statements as prepared by the management of the subsidiary for the years ended 31 December 2014 and 2013 are immaterial, with the subsidiary presenting total assets as at 31 December 2014 of Baht 8 million (2013: Baht 8 million), shareholders’ equity of Baht 7 million (2013: Baht 8 million) and profit from operation for the year ended 31 December 2014 of Baht 0.03 million (2013: profit Baht 0.04 million). (b) Subsidiaries are entities in which the Bank has control over the financial and operating policies of those entities. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Bank obtains control, and continue to be consolidated until the date when such control ceases. The effects to the consolidated financial statements of all significant transactions between the Bank and its subsidiaries are eliminated in the consolidated financial statements, including investment in subsidiaries and share capital of subsidiaries. (c) The financial statements of the subsidiaries are prepared using the same accounting periods and significant accounting policies as the Bank. (d) The accompanying financial statements include the accounts of all branches after elimination of significant inter-branch transactions and balances. (e) If the Bank receives shares as a result of debt restructuring of a borrower, which causes the Bank to hold more than 20% or 50% of the shares of such company, the Bank will not treat that investee company as an associated or a subsidiary company, but will treat it as general investments since the Bank intends to hold such shares only temporarily. (f) The consolidated financial statements do not include the financial statements of unit trusts in which the Bank holds more than 50% of their issued units since the Bank has no control over their financial and operating policies. (g) The separate financial statements, which present investments in subsidiaries and associate under the cost method, have been prepared solely for the benefit of the public. (h) Non-controlling interests represent the portion of net income or loss and net assets of the subsidiaries that are not held by the Bank and are presented separately in the consolidated statements of comprehensive income and within equity in the consolidated statements of financial position. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 27 Notes to Consolidated Financial Statements (continued) 4. New financial reporting standards Below is a summary of financial reporting standards that became effective in the current accounting year and those that will become effective in the future. (a) Financial reporting standards that became effective in the current accounting year Conceptual Framework for Financial Reporting (revised 2014) Accounting Standards: TAS 1 (revised 2012) Presentation of Financial Statements TAS 7 (revised 2012) Statement of Cash Flows TAS 12 (revised 2012) Income Taxes TAS 17 (revised 2012) Leases TAS 18 (revised 2012) Revenue TAS 19 (revised 2012) Employee Benefits TAS 21 (revised 2012) The Effects of Changes in Foreign Exchange Rates TAS 24 (revised 2012) Related Party Disclosures TAS 28 (revised 2012) Investments in Associates TAS 31 (revised 2012) Interests in Joint Ventures TAS 34 (revised 2012) Interim Financial Reporting TAS 36 (revised 2012) Impairment of Assets TAS 38 (revised 2012) Intangible Assets Financial Reporting Standards: TFRS 2 (revised 2012) TFRS 3 (revised 2012) TFRS 5 (revised 2012) TFRS 8 (revised 2012) Share-based Payment Business Combinations Non-current Assets Held for Sale and Discontinued Operations Operating Segments Accounting Standard Interpretations: TSIC 15 Operating Leases - Incentives TSIC 27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease TSIC 29 Service Concession Arrangements: Disclosures TSIC 32 Intangible Assets - Web Site Costs Financial Reporting Standard Interpretations: TFRIC 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities TFRIC 4 Determining whether an Arrangement contains a Lease TFRIC 5 Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds TFRIC 7 Applying the Restatement Approach under TAS 29 Financial Reporting in Hyperinflationary Economies TFRIC 10 Interim Financial Reporting and Impairment TFRIC 12 Service Concession Arrangements TFRIC 13 Customer Loyalty Programmes TFRIC 17 Distributions of Non-cash Assets to Owners TFRIC 18 Transfers of Assets from Customers Accounting Treatment Guidance for Stock Dividend These financial reporting standards were amended primarily to align their content with the corresponding International Financial Reporting Standards. Most of the changes were directed towards revision of wording and terminology, and provision of interpretations and accounting guidance to users of the accounting standards. 28 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) TAS 31 (revised 2012), TSIC 29, TFRIC 5, TFRIC 7, TFRIC 12 and TFRIC 18 are not relevant to the business of the Bank and its subsidiaries while the remaining Accounting Standards, Financial Reporting Standards, Accounting Standard Interpretations and Financial Reporting Standard Interpretations will not have any significant impact on the financial statements. (b) Financial reporting standards that will become effective in the future The Federation of Accounting Professions has issued a number of revised and new financial reporting standards that become effective for fiscal years beginning on or after 1 January 2015. These financial reporting standards were aimed at alignment with the corresponding International Financial Reporting Standards, with most of the changes directed towards revision of wording and terminology, and provision of interpretations and accounting guidance to users of accounting standards. The management of the Bank and its subsidiaries believes they will not have any significant impact on the Bank and its subsidiaries’ financial statements for the year when they are initially applied. However, some of these financial reporting standards involve changes to key principles, as discussed below: TAS 19 (revised 2014) Employee Benefits This revised standard requires that the entity recognise actuarial gains and losses immediately in other comprehensive income while the existing standard allows the entity to recognise such gains and losses immediately in profit or loss, or in other comprehensive income, or to recognise them gradually in profit or loss. This revised standard does not have any impact on the financial statements as the Bank and its subsidiaries already recognised actuarial gains and losses immediately in other comprehensive income. TFRS 10 Consolidated Financial Statements TFRS 10 prescribes requirements for the preparation of consolidated financial statements and replaces the part dealing with consolidated financial statements as included in TAS 27 Consolidated and Separate Financial Statements. This standard changes the principles used in considering whether control exists. Under this standard, an investor is deemed to have control over an investee if it has rights, or is exposed, to variable returns from its involvement with the investee, and it has the ability to direct the activities that affect the amount of its returns, even if it holds less than half of the shares or voting rights. This important change requires the management to exercise a lot of judgement when reviewing whether the Bank and its subsidiaries have control over the investees and determine which entities have to be included for preparation of the consolidated financial statements. The management of the Bank and its subsidiaries believes that this standard will not have any significant impact on the Bank and its subsidiaries’ financial statements. TFRS 13 Fair Value Measurement This standard provides guidance on how to measure fair value and stipulates disclosures related to fair value measurements. Entities are to apply the guidance under this standard if they are required by other financial reporting standards to measure their assets or liabilities at fair value. The effect of the change from the adoption of this standard is to be recognised prospectively. Based on the preliminary analysis, the management of the Bank and its subsidiaries believes that this standard will not have any significant impact on the Bank and its subsidiaries’ financial statements. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 29 Notes to Consolidated Financial Statements (continued) 5. Significant accounting policies Significant accounting policies adopted by the Bank and its subsidiaries are summarised below. 5.1 Revenue recognition (a) Interest and discount on loans The Bank recognises interest on loans as income on an accrual basis. In accordance with the BOT’s regulation, interest in arrears for more than three months from the due date, regardless of whether the loans are covered by collateral, is not accrued as interest income but is instead recognised as income when received. In addition, interest accrued in arrears for three months is reversed against interest income. If loans are restructured, the Bank recognises interest income on a cash basis, and can return to recognise income on an accrual basis only when the criteria per the BOT’s guideline are met. Interest income from loans under litigation process and receivables purchased is recognised on a cash basis. (b) Hire purchase and financial lease income recognition Interest on hire-purchase receivables and financial lease receivables under hire-purchase agreements and financial lease agreements with effective dates on or after 1 January 2008 is recognised over the installment period, using the effective interest rate method and income. It is recognised when the installments fall, due irrespective of when actual collection is made. When receivables are more than three months past due, interest recognition ceases and the outstanding interest on such receivables is reversed against interest income. For hire purchase agreements and long-term financial lease agreements with effective dates before 1 January 2008, the Bank and a subsidiary company uses the outstanding balances of the pre-existing finance leases as of 1 January 2008 as the beginning balances and apply the effective interest rate method over the remainder of the lease period. Rental income from operating lease contracts and car rent are recognised based on the term of lease except for overdue receivables more than three months, which are recognised on a cash basis. (c) Revenues from factoring are recognised on an accrual basis except for overdue receivables more than three months, which are recognised on a cash basis. (d) Management fees and registrar fees are calculated as a percentage of the net asset value of the funds managed by a subsidiary or fixed amount as mentioned in prospectus and recognised as income on an accrual basis. (e) Brokerage fees on derivatives business and service fees on derivatives business are recognised as income on the transaction date. (f) Gains (losses) resulting from sales of securities and derivatives are recognised as at transaction date. (g) Interest and dividends on investments Interest on investments is recognised as income on an accrual basis based on the effective interest rate. Dividends are recognised as income when the right to receive the dividend is established. (h) Fee income and other service income are recognised on an accrual basis. 30 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) 5.2 Expenses recognition The Bank and its subsidiaries recognise expenses on an accrual basis. 5.3 Cash Cash is the amount included in the statements of financial position under the caption of cash, and consist of cash on hand and cheques in transit. 5.4 Claims on securities/Liabilities to deliver securities The Bank enters into agreements to purchase securities or to sell securities that include agreements to sell or purchase the securities back at certain dates in the future at fixed prices (Private Repo). Amounts paid for securities purchased subject to a resale commitment are presented as assets under the caption of “Interbank and money market items - assets” and the underlying securities are treated as collateral to such receivables. Securities sold subject to repurchase commitments are presented as liabilities under the caption of “Interbank and money market items - liabilities” at the amounts received from the sale of those securities, and the underlying securities are treated as collateral. If securities purchased subject to a resale commitment are then sold on by the Bank subject to repurchase commitments, this gives rise to “Claims on securities” and “Liabilities to deliver securities” as follows: Claims on securities are the rights that the Bank retains to recall securities which are pledged as collateral for securities sold subject to repurchase commitments, because the securities pledged in this transaction were previously received as collateral by the Bank for a purchase of securities subject to resale commitments. Liabilities to deliver securities is the Bank’s commitment to return to the counterparties or securities companies those securities which are held as collateral for securities purchased subject to a resale commitment, because the Bank has used the securities as collateral for another sale of securities subject to repurchase commitments. 5.5 Investments The Bank and its subsidiaries classify investments in all types of debt securities and marketable equity securities as either trading securities, available-for-sale securities, or held-to-maturity securities, and classify non-marketable equity securities as general investment or investments in subsidiaries and associated company. Investments classified as trading securities are stated at fair value. Change in the fair value of these securities are recorded as gains or losses in profit or loss. Investments classified as available-for-sale securities are stated at fair value. Change in the fair value of the securities are recorded in other comprehensive income in the statement of comprehensive income and will be recognised in profit or loss when the securities are sold. Investments in debt securities held-to-maturity are stated at amortised cost net of allowance for impairment. Any loss from impairment is charged to profit or loss. General investments, other than investments in subsidiaries and associated company, are stated at cost net of allowance for impairment (if any). Loss on impairment is charged to profit or loss. Purchases and sales of investments are recognised on settlement date. Realised gains or losses resulting from the disposal of securities are recognised in profit or loss from operation by using the weighted average cost calculation method. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 31 Notes to Consolidated Financial Statements (continued) Interest income from debt securities is recognised on an accrual basis. Premiums and discounts arising on the acquisition of securities are amortised or accreted to interest income in profit or loss based on effective yield rate over the term of the securities. Income from equity investments and other non-fixed income investments is recognised as dividend income when the right to receive the dividend is established. Fair values of securities are calculated on the following basis: (i) For government securities and state enterprises securities, fair values are calculated by using the BOT formula, based on the average latest bidding price posted on the Thai Bond Market Association. (ii) For listed equity securities, fair value is the last bid price quoted in The Stock Exchange of Thailand on the last business day of the year. (iii) For unit trust, fair value is the Net Assets Value (NAV) as at the end of the year. (iv) For private enterprises debt securities, the average latest bidding price of the Thai Bond Market Association are used as fair values. In the absence of such prices, fair values are determined by applying the aforementioned the BOT yield curve adjusted for risk in accordance with the criteria established by the BOT. In the event the Bank reclassifies investments from one type to another, such investments will be readjusted to their fair value on the date of reclassification. The difference between the carrying amount of the investments and the fair value on the date of reclassification are recorded as gains or losses in profit or loss in the statements of comprehensive income or recorded as other components of equity, depending on the type of investment which is reclassified. 5.6 Investments in subsidiaries and associated company Separate financial statements Investments in subsidiaries and associated company are stated at cost net of allowance for impairment (if any). Loss on impairment is recorded as an expense in profit or loss. Consolidated financial statements Investments in associated company are recorded using the equity method. Under this method, investments are initially recorded at the acquisition cost and are adjusted to reflect the attributable share of the profits or losses of the associated company, in proportion to the investment. 5.7 Loans Loans include overdrafts, term-loans, trade bills, hire purchase and financial lease receivables and other loans. All items categorised under loans (except for hire purchase, financial lease and overdrafts) are disclosed at the principal amount outstanding, net of unearned discounts received in advance, with accrued interest presented separately in the statements of financial position, as a single line item for all loans together. Hire purchase receivables and financial lease receivables are stated at the contract value of the hire purchase receivables and financial lease receivables net of deferred revenue, which is presented after netting commission expenses and initial direct cost on the inception of the contracts. Overdrafts are stated at the drawn amounts together with any accrued interest. 32 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) Discounts received in advance in respect of bills purchased and other unearned interest income are recognised on an accrual basis over the period to maturity of the bills. Loans purchased by or transferred to the Bank are stated at acquisition cost, after deducting allowance for impairment. 5.8 Allowance for doubtful accounts The Bank provides allowance for doubtful accounts in accordance with the Notifications of the Bank of Thailand (“the BOT”) and adjusts the allowance by any additional amounts that are expected not to be collectible, based on an analysis and evaluation of the current status of the debtors, the credit risk of the debtors, collateral, historical loss and management’s experience. Additional allowances (reversals of allowances) are recognised as expenses during the year. For loans and receivables classified as pass (including restructured receivables) and special mentioned, the Bank records provision at rates of not less than 1% and not less than 2% of the loan balances (excluding accrued interest receivable) net of collateral value, in accordance with the BOT’s guideline, and adjusts the allowance taking into consideration the probability of default and the loss given default. Parameters and assumptions have been reviewed and will be monitored on an ongoing basis to ensure they remain applicable. For non-performing loans and receivables which are classified as sub-standard, doubtful and doubtful of loss, the Bank records allowance for doubtful accounts at 100% of the debt balance remaining after deducting the present value of expected future cash inflows from debt collection or from collateral disposal, with the discount interest rate and the period of collateral disposal being set with reference to the BOT’s guidelines. For unsecured consumer loan, the collective approach is applied based on historical loss experience of each customer group. Allowance for doubtful accounts for other receivables is provided for the estimated losses that may be incurred in the collection of receivables and based on the review of current status of receivables outstanding at the end of reporting period. Bad debts are written off during the period that the Bank considers they are uncollectible as approved by the Special Asset Management Credit Committee and are deducted from the allowance for doubtful accounts. All bad debt recovered are recognised as income on cash basis which is presented as an offset to bad debts and doubtful accounts in profit or loss from operation. The Bank writes off unsecured consumer loans that are overdue more than 180 days. Those unsecured consumer loans comprise of credit card receivables and other unsecured personal loans. 5.9 Troubled debt restructuring The Bank restructures loans by means of transferring assets, transferring equity or modifying the terms of the loan. Loans which have been restructured through a modification of terms are stated at the present value of estimated future receivable cash flows using discount rates equivalent to the market interest rates applicable at the time of the restructuring. The difference between the fair value of the loan as at the restructuring date and the previous book value is accounted for as revaluation allowance for debt restructuring and amortised to profit or loss from operation as interest income based on the amount received over the remaining period of the restructuring agreement. In cases where the troubled debt restructuring involves the transfer of assets or equity, the Bank records the assets or equity interest received as a result of debt restructuring at their fair value (based on the value appraised by internal appraisers or external independent appraisers) providing this does not exceed the amount of principal legally claimable from the debtor (including interest of which recognition has ceased until the restructuring date). Any excess of the fair value of the assets over the book value is recognised as interest income in part of profit or loss from operation. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 33 Notes to Consolidated Financial Statements (continued) Losses arising from debt restructuring through waivers of part of principal or recorded accrued interest receivable are recognised in part of profit or loss from operation when incurred. 5.10 Properties foreclosed Properties foreclosed of the Bank are stated at the lower of cost and net realisable value. Net realisable value is determined by using the latest appraisal value, considering selling expenses in accordance with the BOT’s guidelines. Properties foreclosed which have been received as a result of an asset swap are recorded at the lower of the legally claimable value of the loan or the net realisable value of the foreclosed property. Losses on impairment are charged to profit or loss in the statement of comprehensive income. Gains or losses on the sale of properties foreclosed are recognised only when such properties are sold. 5.11 Premises and equipment and depreciation Land is stated at cost or reappraised value. Premises is stated at cost or reappraised value less accumulated depreciation and allowance for impairment (if any). Equipment is stated at cost less accumulated depreciation. Depreciation is calculated by reference to their cost or reappraised value on a straight-line basis over the following estimated useful lives: Premises 50 years Equipment 5 years or 10 years No depreciation is determined for land and assets under installation. Premises and equipment are initially recorded at cost. Land and premises are however subsequently revalued by the independent appraisers to their fair value in accordance with the guidelines announced by the BOT. The Bank’s policy is to revalue these assets every 5 years in order that the book value of these assets at the end of reporting period does not differ materially from their fair value. Differences arising from revaluation are dealt with in the financial statements as follows: - When the Bank’s carrying amount of asset is increased as a result of a revaluation, the increase is credited directly to the other comprehensive income (loss) and the cumulative increase is recognised in shareholders’ equity as “Revaluation surplus on assets” under the heading of other components of shareholders’ equity in statements of financial position. However, if the asset is previously devalued and the Bank used to recognise such a revaluation decrease as an expense in profit or loss from operation, a revaluation increase from this revaluation is then recognised as income to the extent that it reverses a revaluation decrease in respect of the same asset previously recognised as an expense. - When the Bank’s carrying amount of asset is decreased as a result of a revaluation, the decrease is recognised as an expense in profit or loss from operation. However, if the asset is previously revalued and still has the outstanding revaluation surplus left in shareholders’ equity under the heading of “Revaluation surplus on asset”, the revaluation decrease is then charged to the other comprehensive income (loss) to the extent that it does not exceed on amount already held in “Revaluation surplus on assets” in respect of the same assets. Amortisation of the revaluation surplus on assets is transferred directly to retained earnings. The revaluation surplus on assets can neither be offset against deficit nor used for dividend payment. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on disposal of an asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss from operation when the asset is derecognised. 34 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) 5.12 Leasehold rights Leasehold rights are stated at cost less accumulated amortisation under the heading of “Other assets” in statements of financial position. Leasehold rights are amortised on a straight-line basis over the lease periods and the amortisation amounts are recognised as expenses in profit or loss from operation. 5.13 Intangible assets and amortisation Intangible assets are carried at cost less accumulated amortisation and an accumulated impairment losses (if any). Intangible assets with finite lives are amortised on a systematic basis over the economic useful life and tested for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method of such intangible assets are reviewed at least at each financial year end. The amortisation expense is charged to profit or loss from operation. A summary of the intangible assets with finite useful lives is as follows. Useful lives Application softwares 10 years 5.14 Entire Business Transfer /discontinued operations In the consolidated statements of comprehensive income of the reporting period and the prior comparable period, income and expenses from discontinued operations are reported separately from income and expenses from continuing operations and shown as profit from discontinued operation in the line item next to profit from continuing operations. 5.15 Provisions - other liabilities Provisions are recognised when the Bank and its subsidiaries has a present obligation as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. In the event that no independent market value can be obtained, then an estimate is assessed. 5.16 Related party transactions Related parties comprise enterprises and individuals that control, or are controlled by, the Bank and its subsidiaries, whether directly or indirectly, or which are under common control with the Bank and its subsidiaries. They also include associated company and individuals which directly or indirectly own a voting interest in the Bank and its subsidiaries that gives them significant influence over the Bank and its subsidiaries, key management personnel, directors and officers with authority in the planning and direction of the Bank’s and its subsidiaries operations, together with close family members of such persons and companies which are controlled and influenced by them, whether directly or indirectly. 5.17 Impairment of assets At each reporting date, the Bank and its subsidiaries performs impairment reviews in respect of an asset whenever events or changes in circumstances indicate that an asset may be impaired. An impairment loss is recognised when the recoverable amount of an asset, which is the higher of the asset’s fair value less costs to sell and its value in use, is less than the carrying amount. In determining value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by a valuation model that, based on information available, reflects the amount that the Bank and its subsidiaries could obtain from the disposal of the asset in an arm’s length transaction between knowledgeable, willing parties, after deducting the costs of disposal. An impairment loss is recognised in profit or loss. However in cases where property, plant and equipment was previously revalued and the revaluation was taken to equity, a part of such impairment is recognised in equity up to the amount of the previous revaluation. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 35 Notes to Consolidated Financial Statements (continued) In the assessment of asset impairment if there is any indication that previously recognised impairment losses may no longer exist or may have decreased, the Bank and its subsidiaries estimates the asset’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The increased carrying amount of the asset attributable to a reversal of an impairment loss shall not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at a revalued amount, in which case the reversal, which exceeds the carrying amount that would have been determined, is treated as a revaluation increase. 5.18 Employee benefits Short-term benefits Salaries, wages, bonuses and contributions to the social security fund are recognised as expenses when incurred. Leave entitlements are recognised when they accrue to employees. Provision for leave entitlements is made based on contractual terms, with adjustment for expected attrition. Post-employment benefits Defined contribution plans The Bank and its employees established the provident funds under the Provident Fund Act B.E. 2530. According to the Fund’s regulations, every employee, after the probation period, is entitled to apply for membership. The employees contribute to the fund at the rate of 2% or 5% or 6% of basic salary and the Bank contributes to the fund at the rate of 5% - 6% of basic salary. The employees are entitled to the benefits upon termination of employment status except when the terminated employee has violated the rules of the Bank. The Bank’s subsidiaries and their employees also established their provident funds under the Provident Fund Act B.E. 2530. The Bank’s subsidiaries and their employees contribute to the funds at the rate between 2% - 10% of basic salary depending upon the number of years of services of each employee. The funds will be paid to employees upon termination in accordance with the rules of the funds. The funds set up by the Bank and its subsidiaries are managed independently by UOB Asset Management (Thailand) Co., Ltd. Therefore, these funds do not appear in the consolidated and separate statements of financial position of the Bank and its subsidiaries. The Bank and its subsidiaries’s contributions are recognised as expenses when incurred. Defined benefit plans or other defined benefit plans The Bank and its subsidiaries has obligations in respect of the severance payments it must make to employees upon retirement under labor law and also has long-term employment benefit scheme for employees of Bank of Asia Public Co., Ltd. who joined the Bank prior to 16 May 2005 and have been employed at least 15 years, the benefits being based on the latest month’s salary and the years of service. Employees will receive half of this long-term employment benefits when they resign or will receive it in full when they retire. The Bank and its subsidiaries treats these severance payment to be post-employment benefits. The obligation under the defined benefit plan is determined by a professionally qualified independent actuary using the projected unit credit method. Actuarial gains and losses arising from post-employment benefits are recognised immediately in the other comprehensive income. 36 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) 5.19 Operating leases Leases of assets where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Operating lease payments are recognised as an expense in profit or loss from operation on a straight line basis over the lease term. 5.20 Share-based payment transactions The cost of the share-based payment plan of United Overseas Bank Limited (“major shareholder”) will be invoiced by the major shareholder, and the Bank will treat the invoiced amounts as a liability in statements of financial position, and recognise them as an expense in profit or loss from operation over the vesting period of the shares. 5.21 Contributions to the Deposit Protection Agency and Financial Institutions Development Fund Contributions to the Deposit Protection Agency and Financial Institutions Development Fund are recorded as expenses for the year on an accrual basis. 5.22 Income tax Income tax expense represents the sum of corporate income tax currently payable and deferred tax. Current tax Current income tax is provided in the accounts at the amount expected to be paid to the taxation authorities, based on taxable profits determined in accordance with tax legislation. Deferred tax Deferred income tax is provided on temporary differences between the tax bases of assets and liabilities and their carrying amounts at the end of each reporting period, using the tax rates enacted at the end of the reporting period. The Bank and its subsidiaries recognises deferred tax liabilities for all taxable temporary differences while it recognises deferred tax assets for all deductible temporary differences and tax losses carried forward to the extent that it is probable that future taxable profit will be available against which such deductible temporary differences and tax losses carried forward can be utilised. At each reporting date, the Bank and its subsidiaries reviews and reduces the carrying amount of deferred tax assets to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. The Bank and its subsidiaries records deferred tax directly to shareholders' equity if the tax relates to items that are recorded directly to shareholders' equity. 5.23 Translation of foreign currency The consolidated and separate financial statements are presented in Baht, which is also the Bank and its subsidiaries’ functional currency. Items included in the consolidated financial statements of each entity are measured using that functional currency. Transactions in foreign currencies are translated into Baht at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies and commitments, which related to forward exchange contracts and currency swap contracts, outstanding at the end of reporting period, are translated into Baht at the exchange rate ruling at the end of reporting period announced by the BOT. Gains and losses on exchange rate included in profit or loss from operation. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 37 Notes to Consolidated Financial Statements (continued) 5.24 Financial derivatives Financial derivative contracts are recorded as commitments and the changes in fair value are recorded in profit or loss from operation. Outstanding financial derivative contracts are valued at fair value. At the end of reporting period, the unrealised gains or losses on outstanding financial derivative contracts, are presented on a gross basis in the statements of financial position. 5.25 Interbank and money market items (Assets/ Liabilities) The Bank recognised and eliminated such items in the financial statements using the Settlement Date method. 5.26 Offsetting Financial assets and liabilities are offset and the net amount is reported in the statements of financial position when the Bank and its subsidiaries have a legally enforceable rights to set off the recognised amount and the transactions are intended to be settled on a net basis. 6. Significant accounting judgments and estimates The preparation of financial statements in conformity with financial reporting standards at times requires management to make subjective judgments and estimates regarding matters that are inherently uncertain. However, the use of different estimates and assumptions could affect the amounts of accounting estimate. These judgments and estimates affect reported amounts and disclosures and actual results could differ. The significant accounting judgments and estimates are as follows: Allowance for doubtful accounts on loans to customer and accrued interest receivables Allowances for doubtful accounts on loans to customer and accrued interest receivables are intended to adjust the value of loans and receivables for probable credit losses. The management uses judgment to establish reserves for estimated losses on outstanding loans when there is any doubt about the borrower’s capacity to repay the principal and/or the interest. The allowances for loan losses are determined through a combination of specific reviews, statistical modeling and estimates, taking into account change in the value of collateral and current economic conditions, in accordance with the BOT’s guidelines. Fair value of financial instruments In determining the fair value of financial instruments that are not actively traded and for which quoted market prices are not readily available, the management exercised judgment, using a variety of valuation techniques and models. The input to these models is taken from observable markets, and includes consideration of liquidity, correlation and long-term volatility of financial instruments. Impairment of investments The Bank and its subsidiaries treat investments as impaired when there has been a significant or prolonged decline in the fair value below its cost or where other objective evidence of impairment exists. The determination of what is “significant” or “prolonged” requires management’s judgment. Recognition and derecognition of assets and liabilities In considering whether to recognise or to derecognise assets or liabilities, the management is required to make judgment on whether risk and rewards of those assets or liabilities have been transferred, based on their best knowledge of the current events and arrangements. 38 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) Post-employment benefits under defined benefit plan The obligation under the defined benefit plan is determined based on actuarial techniques. Such determination is made based on various assumptions, including discount rate, future salary increase rate, staff turnover rate, mortality rate and inflation rates. Management had to exercise judgment to determine the appropriateness of these assumptions, based on their best knowledge of current events and arrangements. Intangible assets The initial recognition and measurement of other intangible assets, and subsequent impairment testing, require management to make estimates of cash flows to be generated by the asset or the cash generating units and to choose a suitable discount rate in order to calculate the present value of those cash flows. Litigation The Bank has contingent liabilities as a result of litigation. The Bank’s management has used judgment to assess of the results of the litigation. The estimated loss has been recorded under contingent liabilities as at the end of reporting period. Leases In determining whether a lease is to be classified as an operating lease or financial lease, management is required to use judgment regarding whether significant risk and rewards of ownership of the leased asset has been transferred, taking into consideration terms and conditions of the arrangement. Premises and equipment and depreciation In determining depreciation of premises and equipment, the management is required to make estimates of the useful lives and residual values of premises and equipment and to review estimate useful lives and residual values when there are any changes. The Bank measures land and buildings at revalued amounts. Fair value from revaluation is determined by independent appraiser using market approach for land and depreciated replacement cost approach for buildings. Such valuation is based on certain assumptions and estimates. In addition, the management is required to consider premises and equipment for impairment at the end of reporting period and record impairment losses when it is determined that their recoverable amount is lower than the carrying amount. This requires judgements regarding forecast of future revenues and expenses relating to the assets subject to the review. Allowance for impairment of property foreclosed The Bank assesses allowance for impairment of property foreclosed when net realisable value is below book value. The management uses judgment in estimating impairment loss, taking into account changes in the value of asset, appraisal value, the type and quality of asset, how long it is expected to take to dispose of the asset and changes in economic circumstances. Profit and loss sharing from transfer non-performing loan In calculating profits or losses arising from the management of non-performing loans transferred to the Thai Asset Management Corporation (TAMC), the Bank projects of the amounts expect to be received from the debtors, from collateral value or from guarantors. The management considers these assumptions to be appropriate given the currently available information and current situation. Deferred tax assets Deferred tax assets are recognised for deductible temporary differences and unused tax losses to the extent that it is probable that taxable profit will be available against which the temporary differences and losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of estimate future taxable profits. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 39 Notes to Consolidated Financial Statements (continued) 7. Regulatory rule related to capital fund According to the BOT’s Notification Sor Nor Sor 25/2552, commercial banks are required to disclose certain additional capital information for their position. The Bank will disclose such mandatory information as at 31 December 2014 in its website (www.uob.co.th) by the end of April 2015. The Bank also disclosed capital adequacy and capital risk exposure information as of 31 December 2013 since 28 April 2014. 8. Cash (Unit: Million Baht) Consolidated and separate financial statements As at 31 December 9. 2014 2013 Cash Cheques in transit 5,885 293 4,502 281 Total 6,178 4,783 Interbank and money market items - net (Assets) (Unit: Million Baht) Consolidated and separate financial statements As at 31 December 2014 Domestic items The Bank of Thailand and Financial Institutions Development Fund Commercial banks Other financial institutions Total Add: Accrued interest receivables Less: Deferred revenue Allowance for doubtful accounts Total domestic items Foreign items US Dollar Yen EURO Other currencies Total Add: Accrued interest receivables Less: Allowance for doubtful accounts Total foreign items Total domestic and foreign items 2013 On demand Term Total On demand Term Total 17,492 405 17 2,300 3,582 632 19,792 3,987 649 49,371 104 - 2,400 4,144 1,610 51,771 4,248 1,610 17,914 2 (3) 6,514 2 (20) (37) 24,428 4 (20) (40) 49,475 15 - 8,154 6 (30) (42) 57,629 21 (30) (42) 17,913 6,459 24,372 49,490 8,088 57,578 453 43 194 417 507 3 - 960 43 197 417 679 72 138 413 1,572 3 - 2,251 72 141 413 1,107 - 510 (5) 1,617 (5) 1,302 (2) 1,575 2 (6) 2,877 2 (8) 1,107 505 1,612 1,300 1,571 2,871 19,020 6,964 25,984 50,790 9,659 60,449 40 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) 10. Derivatives assets/liabilities As at 31 December 2014 and 2013, the Bank has notional amounts and fair value of derivatives held for trading book classified by type of risk is as follows: (Unit: Million Baht) Consolidated and separate financial statements As at 31 December 2014 Fair Value 2013 Notional Fair Value Notional Type of risk Assets Liabilities amount Assets Liabilities amount Foreign exchange rates Interest rate Commodity derivatives 3,561 1,975 685 3,431 2,134 680 599,898 456,372 3,369 7,840 1,739 31 5,965 1,786 31 447,873 523,275 4,074 Total 6,221 6,245 1,059,639 9,610 7,782 975,222 As at 31 December 2014 and 2013, the proportion, determined based on the notional amount, of derivatives transactions divided by type of counterparty is as follows: (Unit: Percentage) Consolidated and separate financial statements As at 31 December Counterparty Financial institutions Companies in the group* Others Total 2014 2013 82.53 8.22 9.25 100.00 86.36 4.66 8.98 100.00 * Companies in the group mean United Overseas Bank Limited and United Overseas Bank Group of Companies. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 41 Notes to Consolidated Financial Statements (continued) 11. Investments 11.1 Classified by types of investment (Unit: Million Baht) Consolidated and separate financial statements As at 31 December Securities for trading Government and state enterprises securities Total Available-for-sale securities Government and state enterprises securities Marketable domestic equity securities Marketable foreign equity securities Total General investments Non-marketable domestic equity securities Non-marketable foreign equity securities Unit trusts Total Less: Allowance for impairment of securities Total Total investments - net 2014 2013 Fair value Fair value 30,243 30,266 30,243 30,266 57,372 447 240 42,214 383 199 58,059 42,796 Cost Cost 120 15 6 120 15 9 141 (89) 144 (88) 52 56 88,354 73,118 As at 31 December 2014 and 2013, the Bank classified promissory notes received from TAMC as “other receivable”, which were presented as part of other assets, as detailed in Note 20 to the financial statements. These promissory notes matured in 2011, as detailed in Note 14.8 to the financial statements. As at 31 December 2014, the Bank has commitments to purchase debt securities of Baht 2,612 million (2013: Baht 3,976 million) and commitments to sell debt securities of Baht 4,787 million (2013: Baht 3,169 million). 42 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) 11.2 Classified by the remaining period to maturity of the debt securities Investments in debt instruments, excluding trading debt instruments, classified by remaining maturities are as follows: (Unit: Million Baht) Consolidated and separate financial statement As at 31 December 2014 Remaining within 1 year 1 - 5 years Over 5 years Total Available-for-sale securities Government and state enterprises securities Private sector debt securities 37,254 - 20,005 - - 57,259 - Total Add: Allowance for revaluation Less: Allowance for impairment of securities 37,254 33 - 20,005 80 - - 57,259 113 - Total 37,287 20,085 - 57,372 (Unit: Million Baht) Consolidated and separate financial statement As at 31 December 2013 Remaining within 1 year 1 - 5 years Over 5 years Total Available-for-sale securities Government and state enterprises securities Private sector debt securities 25,961 25 16,162 - - 42,123 25 Total Add: Allowance for revaluation Less: Allowance for impairment of securities 25,986 23 (25) 16,162 68 - - 42,148 91 (25) Total 25,984 16,230 - 42,214 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 43 security Type of Baht) Baht) 4 (Million (Million 4 2013 99.99 (%) 2014 99.99 (%) 2013 As at 31 December As at 31 December 2014 Percentage of holding Paid-up share capital 6 6 Baht) (Million 2014 6 6 Baht) (Million 2013 As at 31 December Cost method 6 6* Baht) (Million 2014 6 6* Baht) (Million 2013 As at 31 December Equity method - - Baht) (Million 2014 - - Baht) (Million 2013 31 December the years ended recognised for Dividend income Consolidated financial statements - - Baht) (Million 2014 - - Baht) (Million 2013 31 December for the years ended Shares of profit (loss) 44 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Nature of business Investments in subsidiaries - net Less: Allowance for impairment of securities Investments in subsidiaries Subsidiaries UOB Bullion and Futures (Thai) Co., Ltd. Derivatives brokerage UOB Services Co., Ltd. Debt Collection Business UOB Leasing (Thai) Co., Ltd. Liquidation Thai Wealth Management Co., Ltd. (formerly known as UOB Asset Management (Thai) Co., Ltd.) Liquidation completed Company’s name - Common stock 3 175 60 4 Baht) Baht) 175 60 4 2013 (Million 2014 - 75.00 99.99 99.99 (%) 2014 99.99 75.00 99.99 99.99 (%) 2013 As at 31 December As at 31 December (Million Percentage of holding Paid-up share capital Common stock Common stock Common stock Type of security 197 - 197 - 131 60 6 Baht) (Million 2014 200 (25) 225 28 131 60 6 Baht) (Million 2013 As at 31 December (Cost method) Investment 30 - 30 - Baht) (Million 2014 525 490 35 - Baht) (Million 2013 31 December for the years ended recognised Dividend income Separate financial statements * The consolidated financial statements for the years ended 31 December 2014 and 2013 excluded the financial statements of UOB Leasing (Thai) Co., Ltd, which was registered under liquidation. Such investment then stated at cost. Investments in subsidiaries - net Subsidiary - not included in consolidated financial statement UOB Leasing (Thai) Co., Ltd. Liquidation Common stock business Nature of Investments in subsidiaries (continued) Company’s name 12. (continued) Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements (continued) On 25 July 2013, the Extraordinary General Meeting of the Shareholders of Thai Wealth Management Co., Ltd. approved an interim dividend distribution to its shareholders at the rate of Baht 49 per share, totalling Baht 490 million, and a partial return of capital, totalling Baht 107 million, to shareholders including the Bank, in proportion to their shareholding. The Bank received the interim dividend distribution and the return of capital on 30 July 2013 and 29 November 2013, respectively. 13. Entire Business Transfer/discontinued operations In accordance with to the plan for the business restructuring of the group that is being undertaken to improve the efficiency of the Bank’s operations, the Executive Committee of the Bank approved a plan to transfer the entire business of a subsidiary, UOB Asset Management (Thai) Co., Ltd. to UOB Asset Management (Thailand) Co., Ltd. (formally known as ING Funds (Thailand) Co., Ltd.), which is a company in the United Overseas Bank Group. On 17 May 2013, UOB Asset Management (Thai) Co., Ltd. (“as transferor”) entered into an agreement to transfer all of its business to UOB Asset Management (Thailand) Co., Ltd. (“as transferee”). This accorded with a resolution passed by the Extraordinary General Meeting of the Shareholders of UOB Asset Management (Thai) Co., Ltd. held on 3 June 2013, whereby UOB Asset Management (Thai) Co., Ltd. was to transfer assets, liabilities and all obligations, including its employees. The transfer was completed on 1 July 2013 at a price of Baht 600 million, which was determined based on guidelines provided by an independent financial advisor. The Ministry of Finance and the Office of Securities and Exchange Commission have approved the cessation of the business operations of UOB Asset Management (Thai) Co., Ltd. and the return of its securities and derivatives business license, effective on 16 October 2013. In accordance with a resolution of the Extraordinary General Meeting of Shareholders of UOB Asset Management (Thai) Co., Ltd. on 25 July 2013, UOB Asset Management (Thai) Co., Ltd. registered the change of its name from “UOB Asset Management (Thai) Co., Ltd. to “Thai Wealth Management Co., Ltd” with the Ministry of Commerce on 30 October 2013, and registered its dissolution and the appointment of liquidators of its business with the Ministry of Commerce on 31 October 2013. All proceeds from the entire business transfer have been received by Thai Wealth Management Co., Ltd. and a gain on the entire business transfer of Baht 166 million was recognised in the consolidated financial statements for the year ended 31 December 2013. In addition, the liquidation of Thai Wealth Management Co., Ltd was completed and registered with the Department of Business Development, Ministry of Commerce on 28 October 2014. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 45 Notes to Consolidated Financial Statements (continued) Summarised financial information of Thai Wealth Management Co., Ltd. as at 1 July 2013 (the transfer date) is as follows: (Unit: Million Baht) Book Value Assets Interbank and money market items - net Investments - net Loans to customers and accrued interest receivables - net Premises and equipment - net Other Intangible assets - net Other assets - net 453 1 1 2 2 82 Total assets 541 Liabilities Provisions for long-term employee benefits Accrued expenses Other liabilities 15 77 15 Total liabilities 107 Net book value Transfer price 434 600 Gain on entire business transfer 166 Interbank and money market items included deposits of Thai Wealth Management Co., Ltd. with the Bank amounting to Baht 432 million. 46 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) The operating result of Thai Wealth Management Co., Ltd. for the year ended 31 December 2013 was separately presented under “Profit from discontinued operations” and “Other comprehensive income from discontinued operations” in the consolidated statements of comprehensive income for the year ended 31 December 2013. Detail is as follows: (Unit: Million Baht) For the year ended 31 December 2013 Consolidated statement of comprehensive income Interest income Interest expenses 7 - Net interest income 7 Fees and service income Fees and service expenses 376 155 Net fees and service income 221 Gain on entire business transfer Other operating income 166 1 Total operating income 395 Other operating expenses Employee’s expenses Premises and equipment expenses Other expenses 90 8 34 Total other operating expenses 132 Profit before income tax expenses Income tax 263 21 Net profit after tax from discontinued operations 242 Other comprehensive income Actuarial gains on defined benefit plans Income tax relating to components of other comprehensive income 1 - Other comprehensive income from discontinued operations 1 Total comprehensive income from discontinued operations 243 Changes of operating assets and operating liabilities of Thai Wealth Management Co., Ltd. which included in consolidated cash flows statements for the year ended 31 December 2013 are as follows: (Unit: Million Baht) 2013 Operating assets increase - Interbank and money market items - Other assets (386) (63) (449) Operating liabilities decrease - Accrued expense - Other liabilities (69) (27) (96) UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 47 Notes to Consolidated Financial Statements (continued) Cash flow information of Thai Wealth Management for the year ended 31 December 2013 is as follows: (Unit: Million Baht) 2013 Net cash used in operating activities Net cash provided by investing activities 14. (3) 3 Loans to customers and accrued interest receivables - net 14.1 Classified by loan type (Unit: Million Baht) Consolidated and separate financial statements As at 31 December 2014 2013 Overdrafts Loans Trade bills Hire-purchase receivables Financial lease receivables Others Less: Deferred revenue 17,322 188,747 55,970 1,316 2,831 388 (342) 17,296 170,543 61,814 1,888 3,485 402 (496) Total loans to customers net of deferred revenue Add: Accrued interest receivables 266,232 782 254,932 755 Total loans to customers net of deferred revenue and accrued interest receivables Less: Allowance for doubtful accounts 1. The BOT’s minimum requirement provision - Individual approach - Collective approach 2. Provision in excess of the BOT’s minimum rates required 267,014 255,687 Total loans to customers and accrued interest receivables - net 259,002 (3,614) (454) (3,944)* (3,059) (346) (3,526)* 248,756 * Allowance for doubtful accounts includes a reserve for cyclical business factors, including economic factors, and other risk that may affect the quality of assets. 48 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) 14.2 Classified by currencies and residential status of debtors (Unit: Million Baht) Consolidated and separate financial statements As at 31 December 2014 2013 Domestic Overseas Total Domestic Overseas Total Baht US Dollar Other currencies 251,840 12,526 826 180 860 - 252,020 13,386 826 236,854 16,459 485 182 952 - 237,036 17,411 485 Total loans, net of deferred revenue 265,192 1,040 266,232 253,798 1,134 254,932 14.3 Classified by types of business and loan classification (Unit: Million Baht) Consolidated and separate financial statement As at 31 December 2014 Agriculture and mining Manufacturing and commerce Real estate and construction Public utilities and services Housing loans Others Total loans, net of deferred revenue Pass Special mention Sub-standard Doubtful Doubtful of loss Total 1,070 75,244 19,255 28,909 87,781 43,450 5 711 781 705 905 778 357 266 195 265 326 106 119 314 318 54 2,353 479 148 1,211 127 1,129 78,771 20,900 29,957 90,476 44,999 255,709 3,885 1,409 857 4,372 266,232 (Unit: Million Baht) Consolidated and separate financial statement As at 31 December 2013 Agriculture and mining Manufacturing and commerce Real estate and construction Public utilities and services Housing loans Others Total loans, net of deferred revenue Pass Special mention Sub-standard Doubtful Doubtful of loss Total 1,998 78,122 19,364 31,159 74,415 40,633 6 1,825 282 645 565 656 423 1 350 274 273 162 224 242 67 1,434 329 123 1,261 99 2,071 81,966 19,976 32,277 76,739 41,903 245,691 3,979 1,321 628 3,313 254,932 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 49 Notes to Consolidated Financial Statements (continued) 14.4 Classified by loan classification in accordance with the Notification of the BOT (Unit: Million Baht) Consolidated and separate financial statement As at 31 December 2014 Loans to customers and accrued interest receivables Other claims Total Net balance used in calculate allowance for doubtful accounts (1) Percentage of allowance for doubtful account set up Allowance for doubtful accounts (%) The BOT’s minimum requirement provision Pass Special mention Sub-standard Doubtful Doubtful of loss Provision in excess of the BOT’s minimum rates required (2) 256,454 3,922 1,409 857 4,372 - - - - 3,944 Total 267,014 30 267,044 91,247 8,021 (1) (2) 19 1 4 1 5 256,473 3,923 1,413 858 4,377 86,844 1,219 802 350 2,032 1 2 100 100 100 869 24 802 350 2,032 Net balance used in calculate allowance for doubtful accounts for pass and special mention loans is debt balance excluded accrued interest receivable net of collateral. For sub-standard, doubtful and doubtful of loss loans, that is debt balance and accrued interest receivables, net of deferred revenue, remaining after deducting the present value of expected future cash flows from debt collection or from collateral disposals. Allowance for doubtful accounts includes a reserve for cyclical business factors, including economic factors, and other risk that may affect the quality of assets. (Unit: Million Baht) Consolidated and separate financial statement As at 31 December 2013 Loans to customers and accrued interest receivables Other claims Total Net balance used in calculate allowance for doubtful accounts (1) Percentage of allowance for doubtful account set up Allowance for doubtful accounts (%) The BOT’s minimum requirement provision Pass Special mention Sub-standard Doubtful Doubtful of loss Provision in excess of the BOT’s minimum rates required (2) 246,418 4,007 1,321 628 3,313 15 2 2 1 5 246,433 4,009 1,323 629 3,318 89,499 1,996 612 257 1,610 - - - - 3,526 Total 255,687 25 255,712 93,974 6,939 (1) (2) 1 2 100 100 100 894 40 612 257 1,610 Net balance used in calculate allowance for doubtful accounts for pass and special mention loans is debt balance excluded accrued interest receivable net of collateral. For sub-standard, doubtful and doubtful of loss loans, that is debt balance and accrued interest receivables, net of deferred revenue, remaining after deducting the present value of expected future cash flows from debt collection or from collateral disposals. Allowance for doubtful accounts includes a reserve for cyclical business factors, including economic factors, and other risk that may affect the quality of assets. 50 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) As at 31 December 2014, loan provisions mentioned above include provision for other claims, amounting to Baht 9 million (2013: Baht 8 million). As at 31 December 2014 and 2013 the Bank has classified unsecured consumer loan in accordance with the Notification of the BOT for non-performing loans (excluding receivables classified as pass and special mention) using a collective approach, as follows: (Unit: Million Baht) Consolidated and separate financial statement As at 31 December 2014 Unsecured consumer loans The range of provision (%) Provision amount 0 - 119 120 - 180 282 322 73 - 94 73 - 100 211 243 Total 604 Overdue (Days) 454 (Unit: Million Baht) Consolidated and Separate financial statement As at 31 December 2013 Unsecured consumer loans The range of provision (%) Provision amount 0 - 119 120 - 180 231 232 73 - 94 73 - 100 173 173 Total 463 Overdue (Days) 346 14.5 Hire-purchase/finance lease receivables As at 31 December 2014, the Bank has receivables under hire-purchase agreements and financial leases net of deferred revenue amounting to Baht 3,825 million (2013: Baht 4,894 million), mostly comprising hire-purchase agreements and financial leases for vehicles and machines. The terms of the agreements are generally between 3 - 5 years and most interest is charged at a fixed rate. (Unit: Million Baht) As at 31 December 2014 Amounts due under lease agreement Less than 5 years 1 - 5 years Over 5 years Non performing loans Total Gross investment in hire-purchase/ finance leases Less: Deferred revenue* 264 (6) 3,780 (305) 60 (7) 43 (4) 4,147 (322) Present value of minimum lease payments receivables 258 3,475 53 39 3,825 Less: Allowance for doubtful accounts (76) Net hire-purchase/finance lease receivables 3,749 * After deduction of commission and deferred initial direct costs of hire-purchase (if any) UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 51 Notes to Consolidated Financial Statements (continued) (Unit: Million Baht) As at 31 December 2013 Amounts due under lease agreement Less than 1 year 1-5 years Over 5 years Non performing loans Total Gross investment in hire-purchase/finance leases Less: Deferred revenue* 306 (7) 4,948 (459) 27 (5) 92 (8) 5,373 (479) Present value of minimum lease payments receivables 299 4,489 22 84 4,894 Less: Allowance for doubtful accounts (132) Net hire-purchase/finance lease receivables 4,762 * After deduction of commission and deferred initial direct costs of hire-purchase (if any) 14.6 Non-accrual loans The Bank had non-accrual loans, according to the BOT’s criteria (NPLs and restructured NPLs under current period) as follows: (Unit: Million Baht) Consolidated and separate financial statements As at 31 December Non-accrual loans* Percentage of total loans** 2014 2013 6,638 2.31 5,262 1.69 * Principal only ** Including interbank and money market loans 14.7 Troubled debt restructuring During the years ended 31 December 2014 and 2013 the Bank entered into troubled debt restructuring agreements with debtors. The number of debtors and their debt balances before restructuring can be summarised below. (Unit: Million Baht) Consolidated and separate financial statements For the years ended 31 December Debt balances before restructuring* Total number of customers * Principal only 52 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 2014 2013 3,111 5,233 1,183 3,027 Notes to Consolidated Financial Statements (continued) Detail of the restructured debtors during the years ended 31 December 2014 and 2013 referred to above can be classified by method of troubled debt restructuring as follows: (Unit: Million Baht) Consolidated and separate financial statement For the year ended 31 December 2014 Number of customers subject to restructuring Debt balances before restructuring Type of assets Modification of terms 5,233 3,111 - Total 5,233 3,111 Type of restructuring Debt balances after restructuring Fair value of assets - 3,111 - 3,111 (Unit: Million Baht) Consolidated and separate financial statement For the year ended 31 December 2013 Number of customers subject to restructuring Debt balances before restructuring Type of assets Fair value of assets Debt balances after restructuring Asset swap for settlement Modification of terms 3 3,024 320 863 Cash - 320 - 863 Total 3,027 1,183 320 863 Type of restructuring The Bank recorded losses on restructuring for the year in relation to certain particular customers as utilisation of allowance for doubtful accounts rather than charging to profit or loss from operation since the Bank had already fully provided allowance for those loans. The debts restructured by means of modification of the term of repayment referred to above during the years ended 31 December 2014 and 2013 can be classified by the term of repayment under the restructuring agreement as follows: Consolidated and separate financial statement For the year ended 31 December 2014 Debt balances (Million Baht) Number of debtors Before restructuring After restructuring Term of repayment according to the restructuring agreements: Not more than 5 years 5 - 10 years 10 - 15 years More than 15 years 4,945 90 136 62 2,250 345 367 149 2,250 345 367 149 Total 5,233 3,111 3,111 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 53 Notes to Consolidated Financial Statements (continued) Consolidated and separate financial statement For the year ended 31 December 2013 Debt balances (Million Baht) Number of debtors Before restructuring After restructuring Term of repayment according to the restructuring agreements: Not more than 5 years 5 - 10 years 10 - 15 years More than 15 years 3,008 9 3 4 594 252 9 8 594 252 9 8 Total 3,024 863 863 As at 31 December 2014 and 2013, the troubled debtors restructuring for which the Bank completed the restructuring can be summarised as follows: (Unit: Million Baht) Consolidated and separate financial statements Balance of restructured debtors as at 31 December 2014 Balance of restructured debtors as at 31 December 2013 Number of debtors Debt balances after restructuring 12,023 11,276 11,493 9,640 As at 31 December 2014, the Bank has committed additional funds to restructured debtors amounting to Baht 142 million (2013: Baht 109 million). 14.8 Sale of non-performing assets to Thai Asset Management Corporation (“TAMC”) On 12 October 2001, the Bank entered into an agreement with the Thai Asset Management Corporation (TAMC) to transfer non-performing loans (NPL) in accordance with the Emergency Decree on the Thai Asset Management Corporation B.E. 2544. Under the agreement, the Bank was to receive a ten-year non-transferable promissory note with interest rate avaled by the Financial Institutions Development Fund and the TAMC and the Bank are jointly responsible for any profits or losses arising from managing the impaired assets in accordance with the conditions specified in the agreement. On 8 June 2013, TAMC was liquidated and transferred its remaining assets and liabilities, including all TAMC’s accounting books and documents, to the Ministry of Finance, which is to manage them. Throughout the time that the impaired assets have been managed by TAMC, the Bank and TAMC have been involved in a dispute over the transfer price adjustment requested by TAMC, amounting to Baht 1,665 million. Currently, the dispute is being processed by the Supreme Court. However, the Bank and the Ministry of Finance are currently in negotiations to conclude the dispute. As at 31 December 2014 and 2013, the balance of the promissory notes received from TAMC (before the transfer price adjustment proposed by TAMC) was Baht 2,864 million. These notes matured in the year 2011 and were presented in the statements of financial position under "Other receivable". The management of the Bank has set aside provisions for contingent losses from the gain/loss sharing from TAMC’s management of the impaired assets totalling Baht 1,900 million, which is presented as deductions from other receivable in the statements of financial position. Since the promissory notes matured, TAMC has deposited with the Bank a balance equal to the notes together with interest, amounting to Baht 3,110 million, in accordance with the redemption method proposed by TAMC. However, the Bank treats these amounts as normal deposits. 54 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) 15. Allowance for doubtful accounts (Unit: Million Baht) Consolidated and separate financial statement For the year ended 31 December 2014 Pass Special mention Substandard Doubtful Doubtful of loss Provision in excess of the BOT’s minimum rates required Total Beginning balance 894 40 610 256 1,605 3,526 6,931 Doubtful accounts (30) (16) 189 93 2,502 418 3,156 Transferred from allowance for doubtful accounts of loans 5 - - - - - 5 Bad debts written off to financial institution - - - - (2,076) - (2,076) Others - - - - (4) - (4) 869 24 799 349 2,027 Ending balance 3,944* 8,012 * Allowance for doubtful accounts includes a reserve for cyclical business factors, including economic factors, and other risk that may affect the quality of assets. (Unit: Million Baht) Consolidated and separate financial statement For the year ended 31 December 2013 Pass Special mention Substandard Doubtful Doubtful of loss Provision in excess of the BOT’s minimum rates required Beginning balance 722 31 438 187 2,007 1,816 5,201 Doubtful accounts 208 9 172 69 936 1,710 3,104 (36) - - - - - (36) - - - - (1,350) - (1,350) Total Transferred to allowance for doubtful accounts of loans to financial institution Bad debts written off Others Ending balance - - - - 12 894 40 610 256 1,605 3,526* 12 6,931 * Allowance for doubtful accounts includes a reserve for cyclical business factors, including economic factors, and other risk that may affect the quality of assets. 16. Properties foreclosed - net Properties foreclosed represent properties obtained from debtors as a result of debt restructuring or properties obtained as a result of a successful bid for the mortgaged assets of debtors at auction and including the owned closed branch's premises and awaiting for sale. Under the debt restructuring agreements, in cases the debtors restructure their debts by means of a debt/asset swap, the Bank grants buy-back rights or first refusal rights to certain debtors for a certain period, at prices as agreed in the debt restructuring agreements. The buy-back prices are normally agreed to be the transfer prices of the properties on the restructuring dates or plus interest. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 55 Notes to Consolidated Financial Statements (continued) As at 31 December 2014 and 2013, the details of properties foreclosed are as follows: (Unit: Million Baht) Consolidated and separate financial statement For the year ended 31 December 2014 Beginning balance Addition Assets transferred in settlement of debts and assets from bidding Immovable Movable 3,237 - 157 - (275) - 3,119 - Total Others 3,237 - 157 - (275) - 3,119 - Total properties foreclosed Less: Allowance for impairment 3,237 (1,348) 157 - (275) 3 3,119 (1,345) Properties foreclosed - net 1,889 157 (272) 1,774 Type of properties foreclosed Ending balance Disposal (Unit: Million Baht) Consolidated and separate financial statement For the year ended 31 December 2013 Beginning balance Addition Assets transferred in settlement of debts and assets from bidding Immovable Movable 3,690 - 184 - (637) - 3,237 - Total Others 3,690 2 184 - (637) (2) 3,237 - Total properties foreclosed Less: Allowance for impairment 3,692 (1,823) 184 - (639) 475 3,237 (1,348) Properties foreclosed - net 1,869 184 (164) 1,889 Type of properties foreclosed Ending balance Disposal During the year ended 31 December 2013, the Bank reviewed the adequacy of the allowance for impairment and as a result reversed the allowance for impairment of properties foreclosed amounting of Baht 400 million. Immovable assets foreclosed classified by external and internal appraisers as at 31 December 2014 and 2013 consist of the following: (Unit: Million Baht) Consolidated and Separate financial statements As at 31 December 2014 2013 Foreclosed assets - immovable assets Appraised by external appraisers Appraised by internal appraisers 3,067 52 3,048 189 Total 3,119 3,237 56 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) 17. Premises and equipment (Unit: Million Baht) Consolidated financial statement For the year ended 31 December 2014 Land Premises Equipment Assets under installation Total Cost Beginning balance Acquisition Transfer in (out) Disposal and written off 1,358 540 (8) - 1,425 (78) - 4,608 213 115 (232) 40 90 (115) - 7,431 843 (86) (232) Ending balance 1,890 1,347 4,704 15 7,956 Increase from revaluation Beginning balance Transfer out 1,682 (19) 331 (23) - - 2,013 (42) Ending balance 1,663 308 - - 1,971 Accumulated depreciation Beginning balance Depreciation charged for the year Transfer out Disposal and written off - (904) (28) 37 - (3,286) (309) 226 - (4,190) (337) 37 226 Ending balance - (895) (3,369) Impairment loss Beginning balance Addition Transfer out (53) - (79) (5) 2 - - (132) (5) 2 Ending balance (53) (82) - - (135) Net book value Beginning balance 2,987 773 1,322 40 5,122 Ending balance 3,500 678 1,335 15 5,528 (4,264) Depreciation charge included in profit or loss from operation for the years ended 31 December: 2013 340 2014 337 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 57 Notes to Consolidated Financial Statements (continued) (Unit: Million Baht) Consolidated financial statement For the year ended 31 December 2013 Land Premises Equipment Assets under installation Total Cost Beginning balance Acquisition Transfer in (out) Disposal and written off Decrease from transfer of a subsidiary company 1,382 (24) - 1,444 (19) - 4,542 206 134 (254) (20) 35 139 (134) - 7,403 345 (43) (254) (20) Ending balance 1,358 1,425 4,608 40 7,431 Increase from revaluation Beginning balance Transfer out 1,728 (46) 331 - - - 2,059 (46) Ending balance 1,682 331 - - 2,013 Accumulated depreciation Beginning balance Depreciation charged for the year Transfer out Disposal and written off Decrease from transfer of a subsidiary company - (884) (30) 10 - (3,229) (310) 235 18 - (4,113) (340) 10 235 18 Ending balance - (904) (3,286) - (4,190) Impairment loss Beginning balance Transfer out (54) 1 (83) 4 - - (137) 5 Ending balance (53) (79) - - (132) Net book value Beginning balance 3,056 808 1,313 35 5,212 Ending balance 2,987 773 1,322 40 5,122 Depreciation charge included in profit or loss from operation for the years ended 31 December: 2012 328 2013 340 58 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) (Unit: Million Baht) Separate financial statement For the year ended 31 December 2014 Land Premises Equipment Assets under installation Total Cost Beginning balance Acquisition Transfer in (out) Disposal and written off 1,358 540 (8) - 1,425 (78) - 4,588 212 115 (232) 40 90 (115) - 7,411 842 (86) (232) Ending balance 1,890 1,347 4,683 15 7,935 Increase from revaluation Beginning balance Transfer out 1,682 (19) 331 (23) - - 2,013 (42) Ending balance 1,663 308 - - 1,971 Accumulated depreciation Beginning balance Depreciation charged for the year Transfer out Disposal and written off - (904) (28) 37 - (3,271) (308) 226 - (4,175) (336) 37 226 Ending balance - (895) (3,353) - (4,248) Impairment loss Beginning balance Addition Transfer out (53) - (79) (5) 2 - - (132) (5) 2 Ending balance (53) (82) - - (135) Net book value Beginning balance 2,987 773 1,317 40 5,117 Ending balance 3,500 678 1,330 15 5,523 Depreciation charge included in profit or loss from operation for the years ended 31 December: 2013 336 2014 336 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 59 Notes to Consolidated Financial Statements (continued) (Unit: Million Baht) Separate financial statement For the year ended 31 December 2013 Land Premises Equipment Assets under installation Total Cost Beginning balance Acquisition Transfer in (out) Disposal and written off 1,382 (24) - 1,444 (19) - 4,488 204 134 (238) 35 139 (134) - 7,349 343 (43) (238) Ending balance 1,358 1,425 4,588 40 7,411 Increase from revaluation Beginning balance Transfer out 1,728 (46) 331 - - - 2,059 (46) Ending balance 1,682 331 - - 2,013 Accumulated depreciation Beginning balance Depreciation charged for the year Transfer out Disposal and written off - (884) (30) 10 - (3,190) (306) 225 - (4,074) (336) 10 225 Ending balance - (904) (3,271) - (4,175) Impairment loss Beginning balance Transfer out (54) 1 (83) 4 - - (137) 5 Ending balance (53) (79) - - (132) Net book value Beginning balance 3,056 808 1,298 35 5,197 Ending balance 2,987 773 1,317 40 5,117 Depreciation charge included in profit or loss from operation for the years ended 31 December: 2012 323 2013 336 As at 31 December 2014, certain premises and equipment items of the Bank and its subsidiaries have been fully depreciated but are still in use. The gross carrying amount, before deducting accumulated depreciation, of those assets amounted to Baht 2,213 million (2013: Baht 2,309 million). The Bank only: Baht 2,201 million (2013: Baht 2,305 million). During the year, the Bank closed certain branches and transferred them to property foreclosed. The net book values of the transferred assets amounted to Baht 90 million (2013: Baht 74 million). 60 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) Revaluation surplus This represents surplus arising from revaluation of land and premises (Unit: Million Baht) Consolidated and separatefinancial statements For the years ended 31 December 2014 2013 Beginning balance Amortisation charged for the year Transferred out during the year 2,024 (13) (47) 2,044 (15) (5) Ending balance 1,964 2,024 The revaluation surplus on assets can neither be offset against deficit nor used for dividend distribution. 18. Other intangible assets As at 31 December 2014 and 2013, the intangible assets are as follows: (Unit: Million Baht) Consolidated financial statement For the year ended 31 December 2014 Application software Assets under installation Others Total Cost Beginning balance Acquisition Transfer in (out) 2,177 126 25 1 40 (25) 2 - 2,180 166 - Ending balance 2,328 16 2 2,346 Accumulated amortisation Beginning balance Amortisation for the year (1,286) (169) - - (1,286) (169) Ending balance (1,455) - - (1,455) Net book value Beginning balance 891 1 2 894 Ending balance 873 16 2 891 5 - 10 - - Remaining useful lives (years) Amortisation charge included in profit or loss from operation for the years ended 31 December: 2013 171 2014 169 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 61 Notes to Consolidated Financial Statements (continued) (Unit: Million Baht) Consolidated financial statement For the year ended 31 December 2013 Application software Assets under installation Others Total Cost Beginning balance Acquisition Transfer in (out) Decrease from transfer of a subsidiary company 2,001 176 11 (11) 5 7 (11) - 2 - 2,008 183 (11) Ending balance 2,177 1 2 2,180 Accumulated amortisation Beginning balance Amortisation for the year Decrease from transfer of a subsidiary company (1,124) (171) 9 - - (1,124) (171) 9 Ending balance (1,286) - - (1,286) 877 5 2 884 891 1 2 894 5 - 10 - - Net book value Beginning balance Ending balance Remaining useful lives (years) Amortisation charge included in profit or loss from operation for the years ended 31 December: 2012 165 2013 171 62 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) (Unit: Million Baht) Separate financial statement For the year ended 31 December 2014 Application software Assets under installation Others Total Cost Beginning balance Acquisition Transfer in (out) 2,160 126 25 1 40 (25) 2 - 2,163 166 - Ending balance 2,311 16 2 2,329 Accumulated amortisation Beginning balance Amortisation for the year (1,277) (168) - - (1,277) (168) Ending balance (1,445) - - (1,445) 883 1 2 886 866 16 2 884 5 - 10 - - Net book value Beginning balance Ending balance Remaining useful lives (years) Amortisation charge included in profit or loss from operation for the years ended 31 December: 2013 169 2014 168 (Unit: Million Baht) Separate financial statement For the year ended 31 December 2013 Application software Assets under installation Others Total Cost Beginning balance Acquisition Transfer in (out) 1,974 175 11 5 7 (11) 2 - 1,981 182 - Ending balance 2,160 1 2 2,163 Accumulated amortisation Beginning balance Amortisation for the year (1,108) (169) - - (1,108) (169) Ending balance (1,277) - - (1,277) Net book value Beginning balance 866 5 2 873 Ending balance 883 1 2 886 5 - 10 - - Remaining useful lives (years) Amortisation charge included in profit or loss from operation for the years ended 31 December: 2012 163 2013 169 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 63 Notes to Consolidated Financial Statements (continued) As at 31 December 2014, certain intangible assets of the Bank and its subsidiaries have been fully amortised but are still in use. The gross carrying amount, before deducting accumulated amortisation, of those assets amounted to Baht 713 million (2013: Baht 465 million). The Bank only: Baht 713 million (2013: Baht 464 million). 18. Deferred Tax The following table shows major components of deferred tax assets and deferred tax liabilities as at 31 December 2014 and 2013. (Unit: Million Baht) Consolidated financial statements Statements of financial position As at 31 December Deferred tax assets on: Allowance for doubtful accounts Allowance for impairment of properties foreclosed Allowance for impairment and revaluation of assets Allowance for impairment and revaluation of investments Provisions for long-term employee benefits Provisions for other liabilities Unrealised loss on financial derivatives Other receivables Write off Loss carried forward Others Deferred tax liabilities on: Revaluation surplus on assets Revaluation surplus on investments Unrealised gain on financial derivatives Others Deferred tax - net Deferred tax - expense (income) Separate financial statements Statements of comprehensive income for the years ended 31 December Statements of financial position As at 31 December Statements of comprehensive income for the years ended 31 December 2014 2013 2014 2013 2014 2013 2014 2013 1 47 46 - 1 47 46 - 271 270 (1) 94 271 270 (1) 94 25 25 - 2 25 25 - 2 92 93 1 5 92 93 1 5 327 55 298 53 (2) 10 325 55 297 53 1 (2) 10 383 1 231 385 17 102 221 2 17 101 (10) 231 66 216 (102) (12) 383 231 385 17 99 221 2 17 99 (10) 231 66 216 (99) (13) 1,386 1,511 154 510 1,383 1,507 153 512 393 116 405 91 (3) - (3) - 393 116 405 91 (3) - (3) - 103 364 99 (364) 4 364 9 103 364 99 (364) 4 364 9 612 959 (363) 370 612 959 (363) 370 774 552 771 548 (210) 882 (209) 64 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 880 Notes to Consolidated Financial Statements (continued) Movements in the deferred tax during the years ended 31 December 2014 and 2013 are as follows: (Unit: Million Baht) Consolidated financial statements Separate financial statements For the years ended 31 December For the years ended 31 December 2014 2013 2014 2013 Beginning balance 552 1,405 548 1,400 Charge to profit or loss from operation 209 (880) 210 (882) 10 4 10 4 Charge to other comprehensive income 3 26 3 26 From discontinued operations - (3) - - 774 552 771 548 Charge to shareholders’ equity Ending balance The amounts of income tax relating to each component of other comprehensive income for the years ended 31 December 2014 and 2013 are as follows: (Unit: Million Baht) Consolidated and separate financial statements For the years ended 31 December 2014 Deferred tax relating to revaluation surplus on investments Deferred tax relating to actuarial losses on defined benefit plans 2013 (26) 29 (1) 27 3 26 Income tax effects relating to components of other comprehensive income (Unit: Million Baht) Consolidated financial statements For the years ended 31 December 2014 Before tax amount Increase in surplus on change in value of investments Actuarial losses on defined benefit plans 2013 Tax benefit (expense) Net of tax amount Before tax amount Tax benefit (expense) Net of tax amount 127 (145) (26) 29 101 (116) 3 (132) (1) 27 2 (105) (18) 3 (15) (129) 26 (103) UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 65 Notes to Consolidated Financial Statements (continued) (Unit: Million Baht) Separate financial statements For the years ended 31 December 2014 Before tax amount Increase in surplus on change in value of investments Actuarial losses on defined benefit plans 20. 2013 Tax benefit (expense) Net of tax amount Before tax amount Tax benefit (expense) Net of tax amount 127 (144) (26) 29 101 (115) 3 (133) (1) 27 2 (106) (17) 3 (14) (130) 26 (104) Other assets (Unit: Million Baht) Consolidated financial statements Separate financial statements As at 31 December As at 31 December 2014 2013 2014 2013 Accrued income 645 357 646 354 Suspense debtors 185 305 185 305 Prepaid and deferred expenses 395 242 387 238 Deposits 379 208 374 205 Leasehold right - net Other receivable - TAMC Others 21. 67 83 67 83 3,110 3,110 3,110 3,110 125 223 124 222 Total 4,906 4,528 4,893 4,517 Less: Allowance for impairment (1,939) (1,955) (1,939) (1,955) Other assets - net 2,967 2,573 2,954 2,562 Classified assets (Unit: Million Baht) Separate financial statement As at 31 December 2014 Investments Loans(1) Properties foreclosed Other assets Total Classifications Pass Special mention Sub-standard Doubtful Doubtful of loss 99 276,525 3,892 1,409 857 4,372 851 19 1 4 1 1,934 276,544 3,893 1,413 858 7,256 Total 99 287,055 851 1,959 289,964 (1) Including interbank and money market loans. 66 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) (Unit: Million Baht) Separate financial statement As at 31 December 2013 Investments Loans(1) Properties foreclosed Other assets Total Classifications Pass Special mention Sub-standard Doubtful Doubtful of loss 140 301,488 3,979 1,321 628 3,313 581 15 2 2 1 1,953 301,503 3,981 1,323 629 5,987 Total 140 310,729 581 1,973 313,423 (1) 22. Including interbank and money market loans. Deposits 22.1 Classified by types of deposits (Unit: Million Baht) Consolidated financial statements Separate financial statements As at 31 December As at 31 December 2014 2013 2014 2013 Current accounts 7,662 7,208 7,662 7,208 Savings accounts 147,243 104,461 147,277 104,522 Fixed deposits 113,572 122,972 113,744 123,138 Total 268,477 234,641 268,683 234,868 22.2 Classified by currencies and residential status of depositors (Unit: Million Baht) Consolidated financial statements As at 31 December 2014 2013 Domestic Overseas Total Domestic Overseas Total Baht US Dollar Others 253,489 7,119 291 6,875 348 355 260,364 7,467 646 225,367 1,966 174 6,422 301 411 231,789 2,267 585 Total 260,899 7,578 268,477 227,507 7,134 234,641 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 67 Notes to Consolidated Financial Statements (continued) (Unit: Million Baht) Separate financial statements As at 31 December 2014 23. 2013 Domestic Overseas Total Domestic Overseas Total Baht US Dollar Others 253,695 7,119 291 6,875 348 355 260,570 7,467 646 225,594 1,966 174 6,422 301 411 232,016 2,267 585 Total 261,105 7,578 268,683 227,734 7,134 234,868 Interbank and money market items (Liabilities) (Unit: Million Baht) Consolidated and separate financial statements As at 31 December 2014 Domestic items The Bank of Thailand and Financial Institutions Development Fund Commercial banks Specific financial institutions Other financial institutions Total domestic items Foreign items US Dollar Other currencies Total foreign items Total domestic and foreign items 24. 2013 On demand Term Total On demand Term Total 4,529 607 11,702 1,142 638 888 1,142 4,529 1,245 12,590 1,017 1,400 7,779 1,253 5,600 638 178 1,253 6,617 2,038 7,957 16,838 2,668 19,506 10,196 7,669 17,865 10,967 1,130 30,326 - 41,293 1,130 19,661 660 51,845 - 71,506 660 12,097 30,326 42,423 20,321 51,845 72,166 28,935 32,994 61,929 30,517 59,514 90,031 Debt issued and Borrowings As at 31 December 2014 and 2013, debt issued and borrowings, comprising subordinated debentures, senior debentures and domestic borrowings, are classified by type of securities, maturity and interest rate as follows: (Unit: Million Baht) Consolidated and separate financial statement As at 31 December 2014 Type Subordinated Debentures Senior Debentures Maturity 25 Mar 2023 22 May 2016 - 22 May 2017 Interest rate per annum (%) Floating rate LIBOR + 1.76 2.92 - 3.24 Total 68 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Currency Domestic Amount Foreign Total USD - 5,604 5,604 THB 6,000 - 6,000 6,000 5,604 11,604 Notes to Consolidated Financial Statements (continued) (Unit: Million Baht) Consolidated and separate financial statements As at 31 December 2013 Type Maturity Interest rate per annum Currency Domestic Amount Foreign Total USD - 5,578 5,578 THB THB 22,440 1 - 22,440 1 22,441 5,578 28,019 (%) Subordinated Debentures Bills of exchange Term loan agreement 25 Mar 2023 27 Jun 2014 - 11 Aug 2014 4 Sep 2014 Total Floating rate LIBOR + 1.76 5 - Subordinated debentures On 25 March 2013, the Bank issued Subordinated Debenture No.1/2013, amounting to USD 170 million, to United Overseas Bank Limited. The debentures have a tenor of 10 years and bear interest at a floating rate equal to 3-month LIBOR + 176 bps, and the Bank has the right to make early redemption, as approved by the BOT. The debentures have loss absorption features that will come into effect at the point of non-viability, in accordance with BOT guidelines laid down with reference to Basel lll principles. On 2 May 2013, the BOT granted approval for the Bank to count Baht 4,973 million received from the issue of the above subordinated debentures as part of its Tier 2 capital, in accordance with the conditions specified in the BOT’s notifications regarding the Basel III framework. Senior debentures On 22 May 2014, the Bank issued the senior debenture, unsecured and unsubordinated debentures, without Bond representative amounting to Baht 6,000 million, to Private Placement for Institutional Investors. The debentures have a tenor of 2-3 years, interest is payable semi-annually. Of these, Baht 3,500 million bear interest at fixed rate of 2.92% per annum and mature in 2016, and another Baht 2,500 million bear interest at fixed rate of 3.24% per annum and mature in 2017. 25. Provisions for long-term employee benefits Changes in provisions for long-term employee benefits under retirement plans as at 31 December 2014 and 2013 can be summarised as follows: (Unit: Million Baht) For the year ended 31 December 2014 Consolidated financial statement Separate financial statement Defined benefit obligation at beginning of year Current service cost Interest cost Actuarial losses on defined benefit plans for the year Employee benefits paid during the year 1,493 101 56 145 (160) 1,485 99 56 144 (160) Provision for long-term employee benefits at end of year 1,635 1,624 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 69 Notes to Consolidated Financial Statements (continued) (Unit: Million Baht) For the year ended 31 December 2013 Consolidated financial statement Separate financial statement Defined benefit obligation at beginning of year Current service cost Interest cost Actuarial losses on defined benefit plans for the year Employee benefits paid during the year Decrease from transfer of subsidiary company 1,372 85 48 132 (129) (15) 1,349 84 48 133 (129) - Provision for long-term employee benefits at end of year 1,493 1,485 Long-term employee benefits expense included in profit or loss from operation for the years ended 31 December 2014 and 2013 can be summarised as follows: (Unit: Million Baht) Current service cost Consolidated financial statements Separate financial statements For the years ended 31 December For the years ended 31 December 2014 2013 2014 2013 101 85 99 84 56 48 56 48 157 133 155 132 Interest cost Total employee benefits expense included in profit or loss from operation Long-term employee benefits expense is recognised as an expense in profit or loss from operation. Total actuarial losses on defined benefit plans recognised in the other comprehensive income (loss) of the Bank and its subsidiaries as at 31 December 2014 by losses Baht 145 million (2013: losses Baht 132 million). The Bank only: by losses Baht 144 million (2013: losses Baht 133 million). The principal assumptions used in determining employee benefits under retirement plans can be summarised as follows: Consolidated and separate financial statements As at 31 December Future salary increases rate (depending on age) Turnover rate (depending on age) Discount rate 70 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 2014 2013 5% - 7.5% 1% - 25% 3.3% 5% - 7.5% 1% - 25% 4.2% Notes to Consolidated Financial Statements (continued) Amounts of defined benefit obligation for the current and previous years are as follows: (Unit: Million Baht) Experience adjustments arising on the plan liabilities Defined benefit obligation Consolidated financial statements Separate financial statements Consolidated financial statements Separate financial statements 1,635 1,493 1,372 1,372 1,232 1,624 1,485 1,349 1,352 1,219 36 69 2 66 - 36 70 2 65 - Year 2014 Year 2013 Year 2012 Year 2011 Year 2010 26. Provisions - other liabilities Outstanding balance comprise the following: (Unit: Million Baht) Consolidated and separate financial statement For the year ended 31 December 2014 Contingencies Obligation for litigation cases Other Total Beginning balance Increase (decrease) during the year Utilised 186 (26) - 80 60 (24) - 266 34 (24) Ending balance 160 116 - 276 (Unit: Million Baht) Consolidated and separate financial statement For the year ended 31 December 2013 Contingencies Obligation for litigation cases Other Total Beginning balance Decrease during the year Utilised Transfer to allowance for impairment of other assets 212 (26) - 90 (10) - 11 (11) 313 (26) (10) (11) Ending balance 186 80 - 266 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 71 Notes to Consolidated Financial Statements (continued) 27. Other liabilities (Unit: Million Baht) Separate financial statements As at 31 December As at31 December 2014 2013 2014 2013 Suspense creditors and Accounts payable - others 586 728 601 742 Deposits 778 1,131 779 1,133 Deferred income 987 1,086 987 1,085 Interest payable 465 804 466 806 Others 194 106 204 117 3,010 3,855 3,037 3,883 Total 28. Consolidated financial statements Other components of equity (Unit: Million Baht) Consolidated and separate financial statements As at 31 December 2014 2013 1,964 2,024 Revaluation surplus on investments Revaluation surplus on investments Available-for-sale investments Debt instruments Equity instruments 113 469 92 365 Total 582 457 Revaluation deficit on investments Available-for-sale investments Equity instruments (1) (2) Total (1) (2) Total revaluation surplus on investments 581 455 Deferred tax relating to components of other comprehensive income (loss) (509) (496) 2,036 1,983 Revaluation surplus on assets Total 72 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) 29. Statutory reserve Pursuant to Section 116 of the Public Company Limited Act B.E. 2535, the Bank is required to set aside to a statutory reserve at least 5% of its net profits, after deducting any balance of deficit brought forward (if any), until such reserve reaches 10% of the Bank’s registered share capital. The statutory reserve is not available for dividend distribution. In addition, under the Civil and Commercial Code, the Bank’s subsidiaries are required to set aside a statutory reserve at least 5% of their net profits each time dividend is declared until the reserve reaches 10% of registered share capital. The statutory reserve cannot be used for dividend payment. 30. Capital funds The primary objective of the Bank’s capital management is to maintain an optimal level of capital. Policies are set to ensure that the capital maintained is adequate to support the business growth, taking into consideration regulatory requirements, the underlying risks of the Bank’s business and the maintenance of a good credit rating. The policies approved by the Board of Directors are overseen by senior management. The Bank adopted the Foundation Internal Ratings-Based Approach (FIRB) in accordance with the Bank of Thailand – Basel III guideline for computation the capital adequacy ratios. Capital Funds and Capital Adequacy Ratio of the Bank as at 31 December 2014 and 2013 consists of the following: (Unit: Million Baht) Separate financial statements As at 31 December 2014 2013 Tier 1 Capital Common Equity Tier 1 (CET1) Paid-up share capital Statutory reserves Retained earnings after appropriation Unrealised revaluation surplus on land and building appraisal Gain on revaluation of AFS equity and debt securities Deduct: Deductions items from Common Equity Tier 1 - Intangible assets and deferred tax assets 24,856 595 10,924 1,545 393 24,856 469 7,006 1,587 291 (1,367) (1,941) Total Tier 1 Capital 36,946 32,268 Tier 2 Capital Subordinated debentures Provisions 4,973 1,788 4,973 1,770 Total Tier 2 Capital 6,761 6,743 Total Capital Funds 43,707 39,011 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 73 Notes to Consolidated Financial Statements (continued) (Unit: Percentage) Separate financial statements As at 31 December Capital Adequacy Ratio The BOT’s Minimum Requirement 2014 2013 4.50 6.00 8.50 15.25 15.25 18.04 13.17 13.17 15.92 Common Equity Tier 1 to risk-weighted assets Tier 1 Capital Funds to risk-weighted assets Total Capital Funds to risk-weighted assets 31. Share-based compensation plans The Bank’s Board of Directors Meeting No. 573 approved a resolution to join the share-based payment plan (“the Plan”) under Long Term Incentives Plan (LTI) which compensation in the form of restricted shares (RS) and share appreciation rights (SAR) of United Overseas Bank Limited (“major shareholder”) is awarded to selected senior managements. The selection criteria indicated by the Nomination and Compensation Committee (NCC) of the Bank, considering from several factors such as individual performance, potential, leadership skills, job level and market competitive. Details of the plan are below: (a) Restricted Shares (RS), represent ordinary shares of United Overseas Bank Limited that participants will be entitled to receive upon fulfillment of certain time and performance conditions. Upon vesting, participants will receive United Overseas Bank Limited’s shares represented by the restricted shares as per the plan’s rules. (b) Share Appreciation Rights (SAR) are the rights to receive a number of United Overseas Bank’s Limited shares equivalent in value to the difference between the prevailing market value and the grant value of the shares of the major shareholder multiplied by number of SAR as per the Plan’s rules and divided by the prevailing market value of the shares of the major shareholder. Upon vesting of the SAR, participants have up to six years from the date of grant to exercise their rights. Long Term Incentives Plan has been replaced by Executive Equity Plan (EEP) and SAR will be ceased from 2014 onwards. Any SAR previously granted under Long Term Incentives Plan (LTI) will remain enforced until SAR expires/lapses. For the year ended 31 December 2014 the Bank recorded expenses of Baht 54 million (2013: Baht 45 million) for the above plan and expenses that will be reimbursed from the major shareholder as other liabilities, as disclosed in Note 27 to the financial statements. 74 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) 32. Commitments and contingencies liabilities 32.1 Commitments (Unit: Million Baht) Consolidated and separate financial statements As at 31 December 2014 2013 Aval to bills Guarantees of loans Liabilities under unmatured import bills Letters of credit Other commitments - Undrawn overdraft amount - Spot foreign exchange contracts - Other guarantees 2,571 3,439 879 4,648 1,293 3,407 824 3,724 23,225 1,225 20,193 22,683 6,286 21,437 Total 56,180 59,654 32.2 Operating lease commitments As at 31 December 2014 and 2013, the Bank and its subsidiaries had land/building lease agreements for branch offices and vehicles lease agreements, for which the lease terms range from 3 - 30 years and are renewable. The Bank and its subsidiaries also have committed to pay future rental payments which can be summarised as follows: (Unit: Million Baht) Consolidated and separate financial statements As at 31 December 2014 2013 Land and building rental commitments Car rental commitments 492 118 414 110 Total 610 524 32.3 Commitments under Bancassurance Agreement On 31 January 2010, the UOB Group and the Bank signed a business partner agreement (Bancassurance Agreement) with an Insurance Group. Under the agreement the Bank received a sum of the fees in advance. With the commitment to the agreement for 12 years from the date of the agreement. The Bank amortises such fees income over the term of the agreement and presents the fees received in advance under other liabilities - deferred income, as disclosed in Note 27 to the financial statements. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 75 Notes to Consolidated Financial Statements (continued) 32.4 Other commitments The Bank has contractual commitments in respect of the purchase and servicing of information technology systems as well as other services. The outstanding balances of these major contractual commitments as at 31 December 2014, were approximately Baht 427 million (2013: Baht 314 million). As at 31 December 2014, the Bank also has commitments in relation to various “to-sell and to-purchase” agreements for its foreclosed properties, the net book value of which was Baht 32 million (2013: Baht 104 million). The estimated gains under those agreements is Baht 16 million (2013: gains Baht 9 million). The Bank has commitments to purchase the properties foreclosed of Baht 99 million (2013: Baht 74 million). In addition, the Bank has commitments in respect of the loss sharing under the Non-performing Loan Transfer Agreement made with TAMC under dispution, as per details discussed in Note 14.8 to the financial statements. 33. Assets pledged as collateral (Unit: Million Baht) Consolidated and separate financial statements Net book value As at 31 December Government bonds Pledged as collateral for Intraday Liquidity Facilities to the BOT Pledged as collateral for against borrowing to the BOT Pledged as collateral for Private Repurchase Agreements (Private Repo) 34. 2014 2013 8,848 2,827 3,014 7,235 5,983 Litigation In the course of operating its banking business, the Bank has various labor suits and civil suits brought against it, including cases of tort. Under these lawsuits, claims against the Bank as at 31 December 2014 totaled Baht 1,750 million (2013: Baht 1,241 million). The Bank’s management believes that the contingent liability (if any) resulting from the lawsuits will not have a material impact to the Bank’s financial position or results of operations. 35. Related party transactions During the year, the Bank had significant business transactions with its subsidiaries, associated, related companies (related by ways of shareholding and/or common shareholders and/or common directors) and related persons (Directors and Senior Management who are the level of Executive Director upwards, and their close family members). These transactions have been concluded on commercial terms and based agreed upon in the ordinary course of business between the Bank, companies and those parties. Interest rates on loans to employees are calculated based on the Bank’s employee welfare rule. As at 31 December 2014, the Bank also has staff welfare loans to executives from level of Executive Director upwards of Baht 33 million (2013: Baht 28 million) and also has normal loans to Senior Management and their close family members with the outstanding balance of Baht 33 million (2013: Baht 24 million) and the average balance for the year ended of Baht 23 million (2013: Baht 27 million). In addition, as at 31 December 2014, the Bank also has deposits of those staff and their close family members of Baht 91 million (2013: Baht 86 million). 76 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) Significant transactions, outstanding balances, income and expenses incurred with related parties, apart from those disclosed in the other notes, are summarised below. (Unit: Million Baht) Consolidated financial statements For the years ended 31 December 2014 2013 Related companies Group of major shareholder (UOB) 29 - Interest income Interest expenses Fees and service income Net gain (loss) on foreign currency trading and exchange transaction Other operating income Data processing charges Other expenses Total Related companies Group of major shareholder (UOB) Total 7 302 306 7 331 306 53 - 2 305 95 2 358 95 863 526 31 863 526 31 - (747) 1 546 20 (747) 1 546 20 (Unit: Million Baht) Separate financial statements For the years ended 31 December 2014 Related Subsidiaries companies Interest income Interest expenses Fees and service income Fees and service expenses Net gain (loss) on foreign currency trading and exchange transaction Other operating income Premises and equipment expenses Data processing charges Other expenses 2013 Group of major shareholder (UOB) Related Total Subsidiaries companies Group of major shareholder (UOB) Total 4 25 174 28 - 7 302 294 - 7 334 319 174 7 162 175 53 - 2 304 82 - 2 364 244 175 9 (2) - - 863 526 31 863 9 (2) 526 31 7 (3) - - (747) 1 546 20 (747) 8 (3) 546 20 In addition, for the year ended 31 December 2014, the Bank also has paid Baht 65 million (2013: Baht 96 million) on software development to United Overseas Bank Limited, major shareholder. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 77 Notes to Consolidated Financial Statements (continued) Director and senior management personnel compensation For the years ended 31 December 2014 and 2013, the remuneration that the Bank and its subsidiaries paid to their directors and senior management, who are key management personnel with authority and responsibility, whether direct or indirect, for planning, direction and controlling the operations of the Bank and its subsidiaries, consisted of monthly remuneration, salaries, provident fund contributions and long-term benefits. This was as follows: (Unit: Million Baht) Consolidated financial statements Separate financial statements For the years ended 31 December For the years ended 31 December 2014 2013 2014 2013 357 333 348 323 Post-employment benefits 22 17 22 17 Share-based payment 54 43 54 43 433 393 424 383 Short-term employee benefits Total 78 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Major shareholders United Overseas Bank Limited United Overseas Bank Group of Companies Related companies Loxley Pcl. The Muangthai Life Assurance Pcl. Underwaterworld Pattaya Co., Ltd. Haw Par Tiger Balm (Thailand) Limited Loxley Wireless Co., Ltd. Loxbit Pcl. TRC Construction Pcl. TISCO Asset Management Co., Ltd. AXA Insurance Pcl. Non-consolidated subsidiary company UOB Leasing (Thai) Co., Ltd. Interbank - - - - - - - - - - - - - - - - 49 150 - - - - - - - 503 - - - - - - Average and money outstanding Outstanding market loans to loans to items Derivatives customers customers (assets) assets Interbank As at 31 December Interbank 58 1 - - - - - - - 87,735 - 1 89 - - - - 18 - - 3 - - - 2,242 - 41,425 - 124 4 1 142 - 1 8 - 307 - - - - - - - 5,604 - - - - - - 29 153 - - - - - - - - - - - - - - - - - - - - - - 51 1,191 - - - - - - - 64 - - - - - - and money Average and money market Debt issued outstanding Outstanding market Other items Derivatives and Other loans to loans to items Derivatives assets Commitments Deposits (liabilities) liabilities borrowings liabilities customers customers (assets) assets 2014 48 1 - - - - - - Other assets - 50,355 - 1 - - - 18 - Commitments Interbank 33 30 - - 1,003 - - - 2,825 - 73,018 - 70 3 1 12 113 - - 8 and money market items Deposits (liabilities) 2013 - 648 - - - - - - Derivatives liabilities - 5,578 - - - - - - N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 2014 Pricing policy of loans 149 Money market reference rate Money market 74 reference rate - - - 3 - - Debt issued and Other borrowings liabilities (Unit: Million Baht) (continued) Consolidated financial statements The outstanding balances of significant related party transactions as at 31 December 2014 and 2013 are as follows: (Continue) Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 79 80 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Co., Ltd. Interbank 49 150 - 503 - - 58 1 - - - - 87,735 - - 89 1 - - - - - - - - - 18 - - - - - - 3 - - - - - 2,242 - 41,425 - - 1 - 4 124 142 - 1 - 8 76 130 - - 307 - - - - - - - - - - - - - - 5,604 - - - - - - - - - - - - - 5 153 - - - - - - - - - - - 17 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 51 1,191 - - - - - - - - - - - - - 64 - - - - - - - - - - - - - 48 1 - - - - - - - - - - - 2 11 - - 50,355 - - - 1 - - - - 18 - - - - 30 33 - - - - - 1,003 - 5 - - - 2,825 - 73,018 - - 12 1 3 70 113 - - - 8 98 124 - - 648 - - - - - - - - - - - - - - 5,578 - - - - - - - - - - - - 1 3 149 - - - - - - - 3 - - - 16 reference rate Money market N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 2014 Pricing policy of loans reference rate - - - - - - - - - - - - - 4 12 Other liabilities Group of Companies - - - - - - - - - - - - - Derivatives Other assets assets Commitments Interbank and money market Debt issued items Derivatives and Deposits (liabilities) liabilities borrowings 2013 Money market - - - - - - - - - - - - - Interbank Average and money outstanding Outstanding market Other loans to loans to items liabilities customers customers (assets) As at 31 December (Unit: Million Baht) United Overseas Bank Limited United Overseas Bank Major shareholders AXA Insurance Pcl. - - - TISCO Asset Management TRC Construction Pcl. - - Loxbit Pcl. - - - - - - - - - (Thailand) Limited - - - - Loxley Wireless Co., Ltd. Haw Par Tiger Balm Co., Ltd. Underwaterworld Pattaya Assurance Pcl. The Muangthai Life Loxley Pcl. Related companies (Thai) Co., Ltd.) as UOB Asset Management Co., Ltd. (formerly known - - UOB Leasing (Thai) Co., Ltd. Thai Wealth Management - - UOB Services Co., Ltd. (Thai) Co., Ltd. Interbank Average and money and money outstanding Outstanding market market Debt issued loans to loans to items Derivatives Other items Derivatives and customers customers (assets) assets assets Commitments Deposits (liabilities) liabilities borrowings 2014 Separate fi nancial statements (continued) Subsidiary companies UOB Bullion and Futures (Continue) Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements (continued) 36. Other benefits paid to the directors and management As at 31 December 2014 and 2013, the Bank and its subsidiaries had not paid other benefits to their directors and management other than those they normally receive. Directors receive monthly directors’ remuneration and management receive salary, bonus and other benefits, as discussed in Note 31 and Note 35 to the financial statements. 37. Income tax Income tax expenses for the years ended 31 December 2014 and 2013 are made up as follows: (Unit: Million Baht) Consolidated financial statements Separate financial statements For the years ended 31 December For the years ended 31 December 2014 2013 2014 2013 Current income tax: Current income tax charge 874 7 872 - Adjustment (57) (36) (57) (36) (209) 880 (210) 882 - (221) - (221) 608 630 605 625 Deferred tax: Relating to origination and reversal of temporary differences Adjustment Income tax expense reported in the statement of comprehensive income UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 81 Notes to Consolidated Financial Statements (continued) Reconciliation between income tax expenses and the product of accounting profit multiplied by the applicable tax rates for the years ended 31 December 2014 and 2013 are as follows: (Unit: Million Baht) Consolidated financial statements Separate financial statements For the years ended 31 December For the years ended 31 December 2014 2013 2014 2013 Accounting profit before income tax expense 3,094 3,337 3,108 3,790 Accounting profit before income tax expense from discontinued operations from continuing operations - 263 - - Accounting profit before income tax expense 3,094 3,600 3,108 3,790 20% 20% 20% 20% 619 720 622 758 (9) (42) (9) (109) Applicable tax rate Accounting profit before income tax expense multiplied by applicable tax rate Income not subject to tax 9 8 9 8 Adjustment Expense not deductible for tax (57) (36) (57) (36) Other adjustment 36 (3) 30 - Income tax recognition 10 4 10 4 608 651 605 625 608 630 605 625 - 21 - - 608 651 605 625 Income tax expense Income tax expense reported in the statement of comprehensive income from continuing operations Income tax expense reported in the statement of comprehensive income from discontinued operations 82 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) 38. Earnings per share Basic earnings per share is calculated by dividing net income for the years attributable to equity holders of the Bank (exclude other comprehensive income) by the weighted average number of ordinary shares in issue during the years. Consolidated financial statements Separate financial statements For the years ended 31 December For the years ended 31 December 2014 2013 2014 2013 2,485 2,705 2,503 3,165 1.00 1.09 1.01 1.27 - 242 - - - 0.10 - - Profit for the year from continuing operations (Million Baht) Earning per share from continuing operations (Baht/share) Profit for the year from discontinued operations (Million Baht) Earning per share from discontinued operations (Baht/share) Weighted average number of shares (shares) 39. 2,485,661,305 2,485,661,305 2,485,661,305 2,485,661,305 Segment Information (a) Operating segments The following segment information are in accordance with internal management report of the Bank submit to Management Committee who form as Chief Operating Decision Maker (CODM) to decide resources allocation and evaluate performance of business segment. The Bank segregate business unit into 3 segments; Retail, Institutional Financial Services (“IFS”) and other, for driving business and decision-making which base on key customer segments and product groups which are used in business decision and internal management reporting as follows: Retail The Retail segment covers personal financial services (PFS) and business banking (BB) with products of deposits, credit and debit cards, insurance, wealth management, investments estate planning, consumer loan, secured and unsecured loan with focus on mortgages and wide range of products through a variety of distribution channels. Wholesale Banking (formerly known as Institutional Financial Services (“IFS”)) Wholesale Banking segment covers corporate banking, commercial banking and financial institution group (FIG). The corporate banking provides integrated banking solution to large corporations. The products and services are sophisticated and customized to specific customers through a variety of distribution channels. The commercial banking focuses on mediumsized companies with a broad range of products and services that include current accounts, deposits, lending, syndicate loans, cash management, letter of guarantee, trade finance & cross-border payments, underwriting and corporate advisory services while financial institution group maintains correspondence with and provide financial services to Bank and non-bank financial institutions. Other Other segment includes Global Markets (GM), risk management, property-related activities and income and expenses not attributable to other operating segments. The global market provides treasury products and advisory services such as foreign exchange, derivatives and fixed income instruments. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 83 Notes to Consolidated Financial Statements (continued) (b) The accounting policies for operating segment information were align with policies summarized in significant accounting policies. The basis of accounting for any transactions between reportable segments is consistent with that for third party transactions. Total operating income included of net interest income, net fee and service income and other income. The management relies on total operating income and use it for performance measure. The total operating expenses included of allocated expenses in respect of cross-sell activities. Transfer prices between operating segments are on arm’s length basis in a manner similar to transaction with third parties. No operating income from transactions with a single external customers amounted to 10% or more of the consolidated operating income. Capital expenditure and related depreciation together with tax expense will not be allocated to business segment under management reporting policy. In 2013, Thai Wealth Management Co., Ltd., a subsidiary transferred their business as disclosed in Note 13 to the financial statements. Hence, their results are separately reported in discontinued operation lines. Financial information of the Bank and its subsidiaries presented by segment is as follow: (Unit: Million Baht) Consolidated financial statement For the year ended 31 December 2014 Total operating segment Retail Wholesale Banking Net interest income Non interest income 7,289 2,609 2,244 787 1,637 (265) (88) 11,170 3,043 Operating income Operating expenses Bad debt, doubtful accounts and impairment loss 9,898 5,513 1,590 3,031 1,422 1,308 1,372 1,882 (265) (88) (331) - 14,213 8,486 2,633 Profits before income tax expenses Income tax expenses 2,795 301 (245) 243 3,094 608 Other Elimination Profit from continuing operations before non-controlling interests Profit from discontinued operations 2,486 - Net profits before non-controlling interests 2,486 Total operating income included of: Operating income from third party* Inter-segment operating income (expenses) Depreciation Capital expenditure 9,851 47 * Including income from a major shareholder and United Overseas Bank Group of Companies 84 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 2,927 104 1,523 (151) (88) - 14,213 337 844 Notes to Consolidated Financial Statements (continued) (Unit: Million Baht) Consolidated financial statement For the year ended 31 December 2013 Total operating segment Retail Wholesale Banking Other Net interest income Non interest income 6,121 2,458 2,300 753 1,910 85 (528) 10,331 2,768 Operating income Operating expenses Bad debt, doubtful accounts and impairment loss 8,579 4,994 1,439 3,053 1,309 10 1,995 825 1,213 (528) (28) - 13,099 7,100 2,662 Profits before income tax expenses Income tax expenses 2,146 1,734 (43) (500) 3,337 630 Elimination Profit from continuing operations before non-controlling interests Profit from discontinued operations 2,707 242 Net profits before non-controlling interests 2,949 Total operating income included of: Operating income from third party* Inter-segment operating income (expenses) Depreciation Capital expenditure 7,915 664 3,180 (127) 2,532 (537) (528) - 13,099 340 345 * Including income from a major shareholder and United Overseas Bank Group of Companies. (Unit: Million Baht) Consolidated financial statement As at 31 December 2014 Total Assets Total Liabilities Retail Wholesale Banking Other 164,433 166,697 97,559 116,393 136,227 75,164 Elimination (537) (346) Total operating segment 397,682 357,908 (Unit: Million Baht) Consolidated financial statement As at 31 December 2013 Total Assets Total Liabilities Retail Wholesale Banking Other 144,983 158,044 111,002 108,512 152,330 104,271 Elimination (452) (257) Total operating segment 407,863 370,570 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 85 Notes to Consolidated Financial Statements (continued) (c) Geographic information The Bank and subsidiaries are operated business in Thailand only. As a result, all of the revenues and assets as reflected in these financial statements pertain to the aforementioned geographical reportable. 40. Distribution of statements of financial position items and results of operations classified by geographic locations and type of businesses Key statement of financial position items as at 31 December 2014 and 2013, classified by type of business are as follows: (Unit: Million Baht) Consolidated financial statement As at 31 December 2014 Total assets Interbank and money market items - net (assets) Investments - net Loans to customers and accrued interest receivables - net Deposits Interbank and money market items (liabilities) Debt issued and borrowings Commercial Bank Others* Total Eliminated transaction** Consolidated total 397,843 25,984 88,551 269 207 - 398,112 26,191 88,551 (430) (207) (191) 397,682 25,984 88,360 259,002 268,683 61,929 11,604 - 259,002 268,683 61,929 11,604 (206) - 259,002 268,477 61,929 11,604 * Type of business are derivatives brokerage and debt collection under of subsidiaries operations. ** Eliminated transaction are transactions between the Bank and its subsidiaries and are eliminated upon consolidation in accordance with accounting standards. (Unit: Million Baht) Consolidated financial statement As at 31 December 2013 Total assets Interbank and money market items - net (assets) Investments - net Loans to customers and accrued interest receivables - net Deposits Interbank and money market items (liabilities) Debt issued and borrowings Commercial Bank Others* Total Eliminated transaction** Consolidated total 408,027 60,449 73,318 287 228 - 408,314 60,677 73,318 (451) (228) (195) 407,863 60,449 73,123 248,756 234,868 90,031 28,019 - 248,756 234,868 90,031 28,019 (227) - 248,756 234,641 90,031 28,019 * Type of business are derivatives brokerage and debt collection under of subsidiaries operations. ** Eliminated transaction are transactions between the Bank and its subsidiaries and are eliminated upon consolidation in accordance with accounting standards. 86 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) Distribution of statements of financial position items by geographic locations of the Bank as at 31 December 2014 and 2013 are as follows: (Unit: Million Baht) Separate financial statements As at 31 December 2014 Total assets Interbank and money market items net (assets) Investments - net Loans to customers and accrued interest receivables - net Deposits Interbank and money market items (liabilities) Debt issued and borrowings 2013 Domestic Overseas Total Domestic Overseas Total 397,843 - 397,843 408,027 - 408,027 25,984 88,551 - 25,984 88,551 60,449 73,318 - 60,449 73,318 259,002 268,683 - 259,002 268,683 248,756 234,868 - 248,756 234,868 61,929 11,604 - 61,929 11,604 90,031 28,019 - 90,031 28,019 Results of the Bank’s operations for the years ended 31 December 2014 and 2013 classified by type of business are as follows: (Unit: Million Baht) Consolidated financial statement For the year ended 31 December 2014 Commercial Bank Others* Total Interest income Less: Interest expenses 18,532 7,365 4 1 18,536 7,366 (4) (4) 18,532 7,362 Net interest income Net fees and service income Other operating income Less: Other operating expenses Less: Bad debt, doubtful accounts and impairment loss 11,167 2,751 159 8,336 3 194 3 183 11,170 2,945 162 8,519 (5) (59) (33) 11,170 2,940 103 8,486 2,633 - 2,633 - 2,633 3,108 17 3,125 (31) 3,094 Profit before income tax expenses Eliminated transaction** Consolidated total * Type of business are derivatives brokerage and debt collection under of subsidiaries operations. ** Eliminated transaction are transactions between the Bank and its subsidiaries and are eliminated upon consolidation in accordance with accounting standards. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 87 Notes to Consolidated Financial Statements (continued) (Unit: Million Baht) Consolidated financial statement For the year ended 31 December 2013 Commercial Bank Others* Total Interest income Less: Interest expenses 17,578 7,250 5 2 17,583 7,252 (5) (5) 17,578 7,247 Net interest income Net fees and service income Other operating income Less: Other operating expenses Less: Bad debt, doubtful accounts and impairment loss 10,328 2,546 550 6,972 3 196 4 157 10,331 2,742 554 7,129 (23) (505) (29) 10,331 2,719 49 7,100 2,662 - 2,662 - 2,662 3,790 46 3,836 (499) 3,337 Profit before income tax expenses Eliminated transaction** Consolidated total * Type of business are derivatives brokerage and debt collection under of subsidiaries operations. ** Eliminated transaction are transactions between the Bank and its subsidiaries and are eliminated upon consolidation in accordance with accounting standards. Results of the Bank’s operations for the years ended 31 December 2014 and 2013 distributed by geographic locations are as follows: (Unit: Million Baht) Separate financial statements For the years ended 31 December 2014 2013 Domestic Overseas Total Domestic Overseas Total Interest income Less: Interest expenses 18,532 7,365 - 18,532 7,365 17,578 7,250 - 17,578 7,250 Net interest income Net fees and service income Other operating income Less: Other operating expenses Less: Bad debt, doubtful accounts and impairment loss 11,167 2,751 159 8,336 - 11,167 2,751 159 8,336 10,328 2,546 550 6,972 - 10,328 2,546 550 6,972 2,633 - 2,633 2,662 - 2,662 Profit before income tax expenses 3,108 - 3,108 3,790 - 3,790 88 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) 41. Interest income (Unit: Million Baht) Interbank and money market items Investments and trading transactions Investments in debt securities Loans Hire purchase and financial lease income Others Total interest income 42. Consolidated financial statements Separate financial statements For the years ended 31 December For the years ended 31 December 2014 2013 2014 2013 882 1,179 882 1,179 549 682 549 682 1,068 1,104 1,068 1,104 15,745 14,303 15,745 14,303 287 308 287 308 1 2 1 2 18,532 17,578 18,532 17,578 Interest expenses (Unit: Million Baht) Consolidated financial statements Separate financial statements For the years ended 31 December For the years ended 31 December 2014 2013 2014 2013 5,005 4,654 5,009 4,658 323 381 323 381 1,177 980 1,177 980 - Bills of exchange 605 1,123 605 1,123 - Subordinated debentures 124 94 124 94 - Senior debentures 111 - 111 - 17 15 16 14 7,362 7,247 7,365 7,250 Deposits Interbank and money market items Payments to the Deposit Protection Agency and Financial Institutions Development Fund Debt issued Others Total interest expenses UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 89 Notes to Consolidated Financial Statements (continued) 43. Net fees and service income (Unit: Million Baht) Consolidated financial statements Separate financial statements For the years ended 31 December For the years ended 31 December 2014 2013 2014 2013 - Acceptances, aval and guarantees 330 311 330 311 - Credit cards 799 719 799 719 Fees and service income 1,019 881 1,019 881 - Mutual Fund management and underwriting fees - Insurance fees 289 215 289 215 - Others 899 953 882 953 3,336 3,079 3,319 3,079 104 94 106 96 2 2 176 177 290 264 286 260 Total fees and service income Fees and service expenses - Agency referral fees - Service expenses - Others Total fees and service expenses Net fees and service income 44. 396 360 568 533 2,940 2,719 2,751 2,546 Net losses on trading and foreign exchange transactions (Unit: Million Baht) Consolidated and separate financial statements For the years ended 31 December 2014 2013 Gains (losses) on foreign currency trading and exchange transactions - Foreign currencies and derivatives on foreign exchange - Foreign currencies - Swap Cost - Derivatives on interest rates - Debt securities - Others 406 (712) 17 96 7 555 (1,023) 11 2 - Net losses on trading and foreign exchange transactions (186) (455) 90 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) 45. Net gains on investments (Unit: Million Baht) Consolidated financial statements Separate financial statements For the years ended 31 December For the years ended 31 December 2014 2013 2014 2013 63 154 63 154 - 12 - 12 63 166 63 166 (2) (4) (2) (4) - - 1 (26) Total (2) (4) (1) (30) Net gains on investments 61 162 62 136 Gains on disposal of securities - Available-for-sale securities - General investments Total Reversal (losses) on impairment of investments - General investments - Investments in subsidiary 46. Employee’s expenses (Unit: Million Baht) Consolidated financial statements For the years ended 31 December 2014 2013 Salaries and bonuses Post-employment benefit costs - Defined contribution plans - Defined benefit plans Share-based compensation plan (Note 31) Others 3,171 2,967 122 168 54 827 111 135 45 707 Total employee’s expenses 4,342 3,965 (Unit: Million Baht) Separate financial statements For the years ended 31 December 2014 2013 Salaries and bonuses Post-employment benefit costs - Defined contribution plans - Defined benefit plans Share-based compensation plan (Note 31) Others 3,083 2,885 119 166 54 803 108 133 45 686 Total employee’s expenses 4,225 3,857 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 91 Notes to Consolidated Financial Statements (continued) 47. Bad debt, doubtful accounts and impairment loss (Unit: Million Baht) Consolidated and separate financial statements For the years ended 31 December 2014 48. 2013 Bad debt and doubtful accounts of interbank and money market items Bad debt and doubtful accounts of loans to customers (4) 2,637 36 2,626 Total bad debt, doubtful accounts and impairment loss 2,633 2,662 Components of other comprehensive losses (Unit: Million Baht) Consolidated financial statements Separate financial statements For the years ended 31 December For the years ended 31 December 2014 2013 2014 2013 150 (114) 150 (114) (23) 117 (23) 117 Other comprehensive income (losses) Continuing Operations Gains (losses) on revaluation of available-for-sale investments Unrealised gains (losses) during the year Less: Reclassification of adjustment for the realised gains (losses) that included in profit or loss Total 127 3 127 3 Actuarial loss on defined benefit plans (145) (132) (144) (133) Income tax relating to components of other comprehensive loss Other comprehensive losses - net 49. 3 26 3 26 (15) (103) (14) (104) Disclosure of financial instruments The Bank enters into financial instruments which are considered to be commitments arising in the normal course of business, in order to meet the financing needs of its customers and to reduce its own exposure to fluctuations in foreign exchange rates and interest rates. These commitments include commitments to extend credit, standby letters of credit, financial guarantees and forward foreign exchange contracts. Such instruments involve, to varying degrees, elements of credit risk, interest rate risk and foreign exchange risk in excess of the amount already recognised in the financial statements. The contracts or notional amounts of those instruments reflect the extent of the commitments that the Bank involved in particular classes of financial instruments. The Bank enters into derivative contracts as part of its risk management strategy primarily to manage market risks arising from the Bank’s underlying assets and liabilities and to reduce customer risks. In entering into financial instruments which are considered to be commitments, the Bank is governed by policies and parameters proposed by the Assets and Liabilities Committee and endorsed by the Corporate Risk Management Committee and Board of Directors. 92 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) 49.1 Accounting policies Details of significant accounting policies and methods adopted, including criteria for recognition, the basis of measurement and the basis on which revenues and expenses are recognised in respect of each class of financial assets and financial liabilities, are disclosed in Note 5 to the financial statements. 49.2 Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Bank and its subsidiaries. The Bank and its subsidiaries have adopted the policy of only dealing with creditworthy counterparties and obtaining sufficient collateral or other securities, where appropriate, as a means of mitigating the risk of financial losses as a result of defaults. In the case of recognised financial assets, the carrying amount of the assets recorded in the statements of financial position, net of allowance for doubtful accounts, represents the Bank’s and its subsidiaries’ maximum exposure to credit risk. Furthermore, the Bank’s exposure to credit risk in the event of non-performance by the counterparties to commitments to extend credit, standby letters of credit, and financial guarantees is represented by the contractual notional amount of those instruments. The Bank uses the same credit policies in making commitments and accepting conditional obligations as it does for on-statements of financial position instruments. For derivatives, the contract or notional amounts do not represent the real exposure to credit loss. The Bank controls the credit risk of its derivatives through the credit approval process, credit limits, and monitoring procedures set by its Executive Committee. Credit risks also arise from the possibility that the counterparty to the commitments will not adhere to the terms of the contract with the Bank when settlement becomes due. The following table shows the credit equivalent of unmatured commitments in accordance with the BOT’s ruling. (Unit: Million Baht) Consolidated and separate financial statements As at 31 December Foreign exchange contracts Interest rate swap contracts Cross currency interest rate swap contracts Options Commodity derivatives contracts Avals to bills Guarantees of loans Performance guarantees Bid guarantees Liability under unmatured import bills Import letters of credit Others Total 2014 2013 4,438 1,285 897 119 769 2,957 3,347 7,204 346 216 973 18 6,150 1,127 718 130 304 1,336 3,182 7,682 181 205 844 52 22,569 21,911 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 93 Notes to Consolidated Financial Statements (continued) 49.3 Commodity Price Risk Commodity price risk is the risk arising from the price change of commodities, which may affect the value of the Bank’s financial instruments or may cause volatility in the Bank’s earnings and cost of funds. All commodity derivatives is being managed on back-to-back basis. The risk is independently monitored by Market Risk Management and Market Risk Control. 49.4 Interest rate risk Interest rate risk arises when there is the potential for a change in interest rates to have an adverse effect on the net interest income of the Bank and its subsidiaries in the current reporting period, and in the future. Interest rate risk arises from the structure and characteristics of the Bank and its subsidiaries’ assets, liabilities, shareholders’ equity and interest rate linked derivative contracts, and from maturity mismatch in the repricing dates of their assets and liabilities. The table below shows the Bank and its subsidiaries’ exposure to interest rate risk, the remaining period to the earlier of contractual repricing dates or maturity dates, and the average contractual interest rate, where applicable, for classes of financial assets and financial liabilities subject to interest rate risk. In the below table, financial assets and liabilities represent outstanding balance in statement of financial position and derivatives represent notional amount. 94 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) (Unit: Million Baht) Consolidated financial statement As at 31 December 2014 Financial assets Cash Interbank and money market items - net Derivatives assets Investments - net Loans to customers* Other receivable - TAMC - net Financial liabilities Deposits Interbank and money market items Liabilities payable on demand Derivatives liabilities Debt issued and borrowings Derivatives Derivatives on foreign exchange and interest rates - floating rate payer - fixed rate payer - floating rate payee - fixed rate payee Derivatives on interest rates - floating rate payer - fixed rate payer - floating rate payee - fixed rate payee More than 5 years Noninterest bearing Total Average rate of return per annum (%) - - 6,178 6,178 - 944 40,173 18,962 - 24,439 18,825 - 16 - 4,111 6,221 745 7,003 1,210 25,984 6,221 88,360 266,574 1,210 1.77 2.05 6.99 - 198,384 58,168 6,172 - 5,753 268,477 1.92 51,271 5,604 7,930 - 1,142 6,000 - 1,586 2,615 6,245 - 61,929 2,615 6,245 11,604 0.64 2.55 6,883 7,710 - 5,469 8,447 - 8,841 5,036 - - 12,352 8,841 16,157 5,036 1.04 2.33 1.26 3.21 105,046 56,480 132,696 21,258 102,311 99,492 115,932 82,852 85,544 7,111 88,459 7,499 8,064 - 207,357 249,015 255,739 200,633 1.77 2.35 1.74 2.42 Floating rate/ Within 3 months 3 - 12 months 1-5 years - - 20,929 23,003 221,768 - * Under the Bank’s interest rate risk management policy, non-accrual loans and loans to customers are overdue with contract had matured are reported in the non-interest bearing bucket. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 95 Notes to Consolidated Financial Statements (continued) (Unit: Million Baht) Consolidated financial statement As at 31 December 2013 Financial assets Cash Interbank and money market items - net Derivatives assets Investments - net Loans to customers* Other receivable - TAMC - net Financial liabilities Deposits Interbank and money market items Liabilities payable on demand Derivatives liabilities Debt issued and borrowings Derivatives Derivatives on foreign exchange and interest rates - floating rate payer - fixed rate payer - floating rate payee - fixed rate payee Derivatives on interest rates - floating rate payer - fixed rate payer - floating rate payee - fixed rate payee More than 5 years Noninterest bearing Total Average rate of return per annum (%) - - 4,783 4,783 - 2,514 48,697 18,015 - 20,199 25,118 - 444 10 - 3,818 9,610 642 7,414 1,210 60,449 9,610 73,123 255,427 1,210 2.16 2.39 7.00 - 160,783 66,182 2,405 - 5,271 234,641 2.23 87,320 5,579 3 22,233 1,891 207 - 817 2,856 7,782 - 90,031 2,856 7,782 28,019 0.55 4.33 3,337 5,779 - 4,495 354 7,471 - 5,219 155 - - 7,832 5,573 13,250 155 1.97 1.58 0.71 - 140,954 40,323 134,216 40,226 116,530 113,036 136,742 80,417 105,479 411 124,051 6,953 7,212 - 257,484 265,791 271,369 251,906 2.13 2.76 2.26 2.76 Floating rate/ Within 3 months 3 - 12 months 1-5 years - - 54,117 3,141 204,870 - * Under the Bank’s interest rate risk management policy, non-accrual loans and loans to customers are overdue with contract had matured are reported in the non-interest bearing bucket. 96 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) (Unit: Million Baht) Separate financial statement As at 31 December 2014 Financial assets Cash Interbank and money market items - net Derivatives assets Investments - net Loans to customers* Other receivable - TAMC - net Financial liabilities Deposits Interbank and money market items Liabilities payable on demand Derivatives liabilities Debt issued and borrowings Derivatives Derivatives on foreign exchange and interest rates - floating rate payer - fixed rate payer - floating rate payee - fixed rate payee Derivatives on interest rates - floating rate payer - fixed rate payer - floating rate payee - fixed rate payee More than 5 years Noninterest bearing Total Average rate of return per annum (%) - - 6,178 6,178 - 944 40,173 18,962 - 24,439 18,825 - 16 - 4,111 6,221 936 7,003 1,210 25,984 6,221 88,551 266,574 1,210 1.77 2.05 6.99 - 198,440 58,318 6,172 - 5,753 268,683 1.92 51,271 5,604 7,930 - 1,142 6,000 - 1,586 2,615 6,245 - 61,929 2,615 6,245 11,604 0.64 2.55 6,883 7,710 - 5,469 8,447 - 8,841 5,036 - - 12,352 8,841 16,157 5,036 1.04 2.33 1.26 3.21 105,046 56,480 132,696 21,258 102,311 99,492 115,932 82,852 85,544 7,111 88,459 7,499 8,064 - 207,357 249,015 255,739 200,633 1.77 2.35 1.74 2.42 Floating rate/ Within 3 months 3 - 12 months 1-5 years - - 20,929 23,003 221,768 - * Under the Bank’s interest rate risk management policy, non-accrual loans and loans to customers are overdue with contract had matured are reported in the non-interest bearing bucket. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 97 Notes to Consolidated Financial Statements (continued) (Unit: Million Baht) Separate financial statement As at 31 December 2013 Financial assets Cash Interbank and money market items - net Derivatives assets Investments - net Loans to customers* Other receivable - TAMC - net Financial liabilities Deposits Interbank and money market items Liabilities payable on demand Derivatives liabilities Debt issued and borrowings Derivatives Derivatives on foreign exchange and interest rates - floating rate payer - fixed rate payer - floating rate payee - fixed rate payee Derivatives on interest rates - floating rate payer - fixed rate payer - floating rate payee - fixed rate payee More than 5 years Noninterest bearing Total Average rate of return per annum (%) - - 4,783 4,783 - 2,514 48,697 18,015 - 20,199 25,118 - 444 10 - 3,818 9,610 837 7,414 1,210 60,449 9,610 73,318 255,427 1,210 2.16 2.39 7.00 - 160,860 66,332 2,405 - 5,271 234,868 2.23 87,320 5,579 3 22,233 1,891 207 - 817 2,856 7,782 - 90,031 2,856 7,782 28,019 0.55 4.33 3,337 5,779 - 4,495 354 7,471 - 5,219 155 - - 7,832 5,573 13,250 155 1.97 1.58 0.71 - 140,954 40,323 134,216 40,226 116,530 113,036 136,742 80,417 105,479 411 124,051 6,953 7,212 - 257,484 265,791 271,369 251,906 2.13 2.76 2.26 2.76 Floating rate/ Within 3 months 3 - 12 months 1-5 years - - 54,117 3,141 204,870 - * Under the Bank’s interest rate risk management policy, non-accrual loans and loans to customers are overdue with contract had matured are reported in the non-interest bearing bucket. 49.5 Exchange rate risk Foreign exchange risk is the risk to earnings and economic value of foreign currency assets, liabilities, and financial derivatives caused by fluctuations in foreign exchange rates. The Bank’s foreign exchange exposures comprise of trading and non-trading. Non-trading foreign exchange exposures are principally derived from customer businesses. The Bank utilises mainly spot foreign exchange, foreign currency forwards, and swaps to hedge its foreign exchange exposures. Foreign exchange risk is managed through policies and risk limits approved by the Executive Committee (EXCO). The limits, such as exposure by currency are independently monitored by Market Risk Management and Market Risk Control. 98 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) 49.6 Liquidity risk Liquidity risk is the risk that the Bank and its subsidiaries may not be able to meet their obligations as they fall due as a result of inability to release their assets or to cover funding requirements at an appropriate price, resulting in losses to the Bank and its subsidiaries. The Bank maintains sufficient liquidity to fund its day-to-day operations, meet deposit withdrawals and loan disbursements, and repay borrowings. Hence, liquidity is managed in a manner to address known as well as unanticipated cash funding needs. The Bank manages liquidity at a centralised level. Liquidity risk is managed in accordance with a framework of policies, controls and limits established by the Bank’s Assets and Liabilities Committee (ALCO). These policies, controls and limits enable the Bank to monitor and manage liquidity risk to ensure that sufficient sources of funds are available over a range of market conditions. These include minimising excessive funding concentrations by diversifying the sources and terms of funding as well as maintaining a portfolio of high quality and marketable debt securities. The Bank takes a conservative stance in its liquidity management by continuing to gather core deposits, ensuring that liquidity limits are strictly adhered to and that there are adequate liquid assets to meet cash shortfall. The distribution of deposits is managed actively to ensure a balance between cost effectiveness, continued accessibility to funds, and diversification of funding sources. Important factors in ensuring liquidity are competitive pricing, proactive management of the Bank’s core deposits and the maintenance of customer confidence. Core deposits are generally stable non-bank deposits, such as current accounts, savings accounts and fixed deposits. The Bank monitors the stability of its core deposits by analysing their volatility over time. The Bank uses the funds to lend to customers and invests excess funds in government securities. The Bank’s liquidity risk management is aligned with the regulatory liquidity risk management framework, and is measured and managed on a projected cash flow basis. The Bank is monitored under ‘business as usual’, and 3 crisis scenarios which are ‘bank-specific crisis’, ‘general market crisis’ and ‘combination crisis’. Liquidity Gap Analysis or Cash Flow Mismatch Analysis under the ‘Business as Usual’ scenario is measured and monitored against Net Cumulative Outflow (NCO) Limits which are set for overnight, 7 days and 30 days. In the event that a limit is breached, an investigation will be conducted and the related documents reported to relevant parties, in accordance with the escalation process. For stress testing (bank-specific crisis, general market crisis and combined scenarios), additional assumptions are taken into account such as sudden increase in deposit withdrawals, reduction in loan repayments, potential trading losses, or liquidation of securities with haircuts. These assumptions are agreed by Business Units and approved by Board of Directors or delegated committee. The frequency of liquidity risk assessment is conducted on daily and monthly basis. Liquidity gap or maturity mismatch analysis report is produced by Balance Sheet Risk Management Unit and monitored by Market Risk Control against approved Net Cumulative Outflow Limits. Other reports such as early warning indicators as well as sources and utilisation of funds are produced on a monthly basis. Behavioural modeling is carried out and reviewed regularly to ensure that the cash flow requirements for the ‘business as usual’ and crisis scenarios are realistic. Loans and deposits which do not have maturity dates and fixed deposits which are rolled over frequently, are generally estimated based on their past statistics or trends. Cash flow mismatch limits are established to limit the Bank’s liquidity exposure. The Bank also employs liquidity early warning indicators and trigger points to signal possible contingency situations. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 99 Notes to Consolidated Financial Statements (continued) Contingency funding plans are in place to identify liquidity crisis using a series of warning indicators. Crisis escalation processes and various strategies including funding and communication have been developed to minimise the impact of any liquidity crunch. The Bank uses liquidity ratios as early warning indicators such as Loans to Deposits Ratio, Single Depositor Ratio and Top 20 Depositors Ratio, Undrawn Facilities Ratio, Deposit Withdrawal Ratio and Net Cumulative Outflow. The maturity analysis of financial assets, financial liabilities represent outstanding balance in statement of financial position and commitments represent notional amount, which are computed from the remaining maturity to repayment date is as follows: (Unit: Million Baht) Consolidated financial statement As at 31 December 2014 Financial assets Cash Interbank and money market items - net Derivatives assets Investments - net Loans to customers* Other receivable - TAMC - net Financial liabilities Deposits Interbank and money market items Liabilities payable on demand Derivatives liabilities Debt issued and borrowings Commitments Avals to bills Guarantee of loans Liabilities under unmatured import bills Letters of credit Other commitments Undrawn overdraft amount Spot foreign exchange contracts Other guarantees Derivatives Derivatives on foreign exchange Derivatives on interest rates Others derivatives * Call Within 3 months 3 - 12 months 1-5 years More than 5 years No specific maturity Total 6,178 - - - - - 6,178 19,000 4,438 - 6,034 18,338 59,657 - 945 40,140 30,985 - 29,137 63,218 1,210 5 108,276 - 6,221 745 - 25,984 6,221 88,360 266,574 1,210 156,562 47,575 58,168 6,172 - - 268,477 28,936 2,615 - 23,921 - 7,930 - 1,142 11,604 - 6,245 - 61,929 2,615 6,245 11,604 20 97 2,478 272 73 906 293 1,871 - 2,571 3,439 45 92 675 3,357 159 102 1,097 - - 879 4,648 23,225 - - - - - 23,225 372 11,426 853 1,974 5,110 1,659 24 - 1,225 20,193 27,214 - 362,158 77,738 1,773 188,710 182,344 1,596 21,816 180,726 - 15,564 - - 599,898 456,372 3,369 Under the Bank’s liquidity risk management policy, non-accrual loans such as certain restructured loans and NPLs are reported in more than 5 years bucket. 100 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) (Unit: Million Baht) Consolidated financial statement As at 31 December 2013 Call Within 3 months 3 - 12 months 1-5 years 4,783 - - - 50,641 7,190 2,514 - No specific maturity Total - - 4,783 104 - 60,449 More than 5 years Financial assets Cash Interbank and money market items - net Derivatives assets - - - - - 9,610 9,610 Investments - net 10 1,483 48,707 21,837 444 642 73,123 2,911 66,373 31,524 58,478 96,141 - 255,427 - - - - 1,210 - 1,210 114,644 51,410 66,182 2,405 - - 234,641 30,517 57,620 3 1,891 - - 90,031 2,856 - - - - - 2,856 Loans to customers* Other receivable - TAMC - net Financial liabilities Deposits Interbank and money market items Liabilities payable on demand Derivatives liabilities - - - - - 7,782 7,782 Debt issued and borrowings - - 22,233 5,786 - - 28,019 Avals to bills 24 1,132 137 - - - 1,293 Guarantee of loans 19 394 646 658 1,690 - 3,407 Commitments Liabilities under unmatured import bills 48 619 157 - - - 824 227 3,218 279 - - - 3,724 22,683 - - - - - 22,683 1,808 4,478 - - - - 6,286 11,774 1,604 6,282 1,753 24 - 21,437 21,557 279,309 134,074 12,933 - - 447,873 Derivatives on interest rates - 80,549 193,453 235,108 14,165 - 523,275 Others derivatives - 4,074 - - - - 4,074 Letters of credit Other commitments Undrawn overdraft amount Spot foreign exchange contracts Other guarantees Derivatives Derivatives on foreign exchange * Under the Bank’s liquidity risk management policy, non-accrual loans such as certain restructured loans and NPLs are reported more than 5 years bucket. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 101 Notes to Consolidated Financial Statements (continued) (Unit: Million Baht) Separate financial statement As at 31 December 2014 Call Within 3 months 3 - 12 months 1-5 years More than 5 years No specific maturity Total 6,178 - - - - - 6,178 19,000 6,034 945 - 5 - 25,984 Financial assets Cash Interbank and money market items - net Derivatives assets - - - - - 6,221 6,221 Investments - net - 18,338 40,140 29,137 - 936 88,551 4,438 59,657 30,985 63,218 108,276 - 266,574 - - - 1,210 - - 1,210 156,596 47,597 58,318 6,172 - - 268,683 28,936 23,921 7,930 1,142 - - 61,929 2,615 - - - - - 2,615 Loans to customers* Other receivable - TAMC - net Financial liabilities Deposits Interbank and money market items Liabilities payable on demand Derivatives liabilities - - - - - 6,245 6,245 Debt issued and borrowings - - - 11,604 - - 11,604 Avals to bills 20 2,478 73 - - - 2,571 Guarantee of loans 97 272 906 293 1,871 - 3,439 45 675 159 - - - 879 92 3,357 102 1,097 - - 4,648 23,225 - - - - - 23,225 372 853 - - - - 1,225 11,426 1,974 5,110 1,659 24 - 20,193 27,214 362,158 188,710 21,816 - - 599,898 Derivatives on interest rates - 77,738 182,344 180,726 15,564 - 456,372 Others derivatives - 1,773 1,596 - - - 3,369 Commitments Liabilities under unmatured import bills Letters of credit Other commitments Undrawn overdraft amount Spot foreign exchange contracts Other guarantees Derivatives Derivatives on foreign exchange * Under the Bank’s liquidity risk management policy, non-accrual loans such as certain restructured loans and NPLs are reported in more than 5 years bucket. 102 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) (Unit: Million Baht) Separate financial statement As at 31 December 2013 Call Within 3 months 3 - 12 months 1-5 years More than 5 years No specific maturity Total 4,783 - - - - - 4,783 50,641 7,190 2,514 - 104 - 60,449 Financial assets Cash Interbank and money market items - net Derivatives assets - - - - - 9,610 9,610 Investments - net 10 1,483 48,707 21,837 444 837 73,318 2,911 66,373 31,524 58,478 96,141 - 255,427 - - - - 1,210 - 1,210 114,705 51,426 66,332 2,405 - - 234,868 30,517 57,620 3 1,891 - - 90,031 2,856 - - - - - 2,856 Loans to customers* Other receivable - TAMC - net Financial liabilities Deposits Interbank and money market items Liabilities payable on demand Derivatives liabilities - - - - - 7,782 7,782 Debt issued and borrowings - - 22,233 5,786 - - 28,019 Avals to bills 24 1,132 137 - - - 1,293 Guarantee of loans 19 394 646 658 1,690 - 3,407 Commitments Liabilities under unmatured import bills 48 619 157 - - - 824 227 3,218 279 - - - 3,724 22,683 - - - - - 22,683 1,808 4,478 - - - - 6,286 11,774 1,604 6,282 1,753 24 - 21,437 21,557 279,309 134,074 12,933 - - 447,873 Derivatives on interest rates - 80,549 193,453 235,108 14,165 - 523,275 Others derivatives - 4,074 - - - - 4,074 Letters of credit Other commitments Undrawn overdraft amount Spot foreign exchange contracts Other guarantees Derivatives Derivatives on foreign exchange * Under the Bank’s liquidity risk management policy, non-accrual loans such as certain restructured loans and NPLs are reported more than 5 years bucket. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 103 Notes to Consolidated Financial Statements (continued) 49.7 Estimated fair value of financial instruments The fair values of financial instruments have been estimated by the Bank and its subsidiaries using available market information and appropriate valuation methodologies. 49.8 Fair value of financial instruments As at 31 December 2014 and 2013, the fair values of financial instruments included in the statements of financial position of the Bank and its subsidiaries are as follows: (Unit: Million Baht) Consolidated financial statements As at 31 December 2014 Type of financial instruments 2013 Book Value Fair Value Book Value Fair Value Financial assets Cash Interbank and money market items - net Derivatives assets Investments - net Loans to customers and accrued interest receivables - net Other receivable - TAMC - net 6,178 25,984 6,221 88,360 6,178 25,984 6,221 88,449 4,783 60,449 9,610 73,123 4,783 60,449 9,610 73,217 259,002 1,210 259,002 1,210 248,756 1,210 248,756 1,210 Financial liabilities Deposits Interbank and money market items Liabilities payable on demand Derivatives liabilities Debt issued and borrowings 268,477 61,929 2,615 6,245 11,604 268,477 61,929 2,615 6,245 11,604 234,641 90,031 2,856 7,782 28,019 234,641 90,031 2,856 7,782 28,019 (Unit: Million Baht) Separate financial statements As at 31 December 2014 Type of financial instruments 2013 Book Value Fair Value Book Value Fair Value Financial assets Cash Interbank and money market items - net Derivatives assets Investments - net Loans to customers and accrued interest receivables - net Other receivable - TAMC - net 6,178 25,984 6,221 88,551 6,178 25,984 6,221 88,640 4,783 60,449 9,610 73,318 4,783 60,449 9,610 73,412 259,002 1,210 259,002 1,210 248,756 1,210 248,756 1,210 Financial liabilities Deposits Interbank and money market items Liabilities payable on demand Derivatives liabilities Debt issued and borrowings 268,683 61,929 2,615 6,245 11,604 268,683 61,929 2,615 6,245 11,604 234,868 90,031 2,856 7,782 28,019 234,868 90,031 2,856 7,782 28,019 104 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Notes to Consolidated Financial Statements (continued) 49.9 Methods and assumptions in estimating fair value of financial instruments The following methods and assumptions were used by the Bank and its subsidiaries in estimating fair value of financial instruments as disclosed herein. (a) Cash and interbank and money market items The carrying amounts of cash and interbank and money market items which have remaining maturities of less than 1 year or bear floating rates of interest approximate their fair value. Fair value for fixed rate instruments with remaining maturities greater than 1 year is estimated by using a discounted cash flow calculation applying average interest rates currently being offered on similar instruments. (b) Investments Fair value for securities is based on quoted market prices, where available. If quoted market prices are not available, fair value is based on quoted market prices of comparable instruments after adjusting for risk involved or the net asset values of such securities. (c) Loans to customers For floating rate loans that reprice frequently and have no significant change in credit risk, fair value is based on carrying values. The fair value of fixed rate loans that reprice within 1 year from the statements of financial position date is based on the carrying value at the statements of financial position date. Fair value for other fixed interest rate loans is estimated by using discounted cash flow analysis and using average interest rates currently being offered for loans with similar terms to borrowers of similar credit quality except in case of immaterial, carrying value will be used. Fair value of hire-purchase and financial lease receivables is estimated by using discounted cash flow analysis and using interest rates currently being offered with average remaining years to maturity. (d) Accrued interest receivables Fair value of accrued interest receivable is based on carrying values. (e) Deposit liabilities The fair value of deposits which is payable on demand by the depositor, is equal to the carrying value of such deposits. The fair value of floating rate, certificates of deposit (CDs) and fixed rate deposits repricable within 1 year approximate their carrying value at the reporting date. Fair value for other fixed rate deposits is estimated using a discounted cash flow calculation that applies the current average deposit rates of the four major commercial banks to a schedule of aggregate expected monthly maturities on time deposits except in case of immaterial, carrying value will be used. (f) Interbank and money market items (liabilities) The carrying amount of interbank and money market items which have remaining maturities less than 1 year or bear floating rates of interest approximates their fair value at the reporting date. Fair value for fixed rate instruments with remaining maturities greater than 1 year is estimated by using a discounted cash flow calculation applying average interest rates currently being offered on similar instruments. (g) Debt issued and borrowings The fair value of borrowings with remaining maturities less than 1 year approximates their carrying value at the reporting date. Fair value of borrowings with remaining maturities greater than 1 year is estimated using discounted cash flow analysis based on the average current borrowing rates for similar types of borrowing arrangements. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 105 Notes to Consolidated Financial Statements (continued) (h) Fair value of commitments Commitments to aval, guarantee and letters of credit These financial instruments are generally not intended to be sold or traded such that estimated fair values are not readily ascertainable. Fair value of these items were not calculated for the following reasons: - minority of the commitments extending beyond 1 year would commit the Bank to a predetermined rate of interest - the fees attaching to these commitments are the same as those currently charged to similar arrangements - the quantum of fees collected under these arrangements, upon which fair value would be determined, is not material Other commitments The fair values of foreign exchange contracts were obtained from quoted market prices of similar foreign exchange contracts. For the other derivative contracts, the fair value is estimated using discounted cash flow. 50. Approval of financial statements These financial statements were authorised for issue by the Bank’s Board of Directors on 6 March 2015. 106 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Other Information 1. Subsidiaries companies of UOB (Thai) 1. UOB Services Company Limited Business : Collection services Location : 690, 17th-18th Floor, Sukhumvit Road, Klongton, Klongtoey, Bangkok 10110 Telephone : 0 2680 5555 Facsimile : 0 2258 6900 Paid-up capital : THB 60,000,000 (10,000,000 ordinary shares) UOB (Thai)’s holding : 99.99% 2. UOB Bullion and Futures (Thai) Company Limited Business : Trading in Futures Contracts Location : 191, 7th Floor, South Sathon Road, Yannawa, Sathon, Bangkok 10120 Telephone : 0 2213 2611 Facsimile : 0 2213 2614 Paid-up capital : THB 175,000,000 (1,750,000 ordinary shares) UOB (Thai)’s holding : 75.00% 3. UOB Leasing (Thai) Company Limited Business : The Company registered the closure on 15 October, 2010 Location : 191 South Sathon Road, Yannawa, Sathon, Bangkok 10120 Telephone : 0 2343 4527 Facsimile : 0 2285 1633 Paid-up capital : THB 3,975,396 (32,000,000 ordinary shares) UOB (Thai)’s holding : 99.99% 2. Details of directors as at 31 December 2014 Name Period Work Experience 1. Wee Cho Yaw Jul 2004 - Present • Chairman of the Board of Directors (Authorised Signatory), UOB (Thai) • Chairman Emeritus & Adviser, United Overseas Bank Limited, Singapore • Chairman, United Overseas Bank Limited, Singapore • Chairman and CEO, United Overseas Bank Limited, Singapore May 2013 - Present May 2007 - Apr 2013 1974 - Apr 2007 2. Wee Ee Cheong Jul 2004 - Present May 2007 - Present 2000 - Apr 2007 3. Suebtrakul Soonthornthum Aug 2012 - Present Aug 2010 - Aug 2012 Aug 2008 - Aug 2010 Aug 2004 - Present 1992 - Present • Deputy Chairman of the Board of Directors (Authorised Signatory), UOB (Thai) • Deputy Chairman and CEO, United Overseas Bank Limited, Singapore • Deputy Chairman and President, United Overseas Bank Limited, Singapore • Member of the Nomination and Compensation Committee, UOB (Thai) • Chairman of the Nomination and Compensation Committee, UOB (Thai) • Chairman of the Audit Committee, UOB (Thai) • Independent Director and Member of the Audit Committee, UOB (Thai) • Senior Executive Vice President, Loxley Public Company Limited UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 107 Other Information Name Period Work Experience 4. Arun Chirachavala Aug 2014 - Dec 2014 Aug 2012 - Aug 2014 • Chairman of the Audit Committee, UOB (Thai) • Chairman of the Nomination and Compensation Committee, UOB (Thai) • Chairman of Corporate Governance Committee, TRC Construction Pcl. • Chairman of the Audit Committee, UOB (Thai) • Chairman, K.W.C. Warehouse Co., Ltd. • Independent Director, TRC Construction Pcl. • Independent Director and Member of the Audit Committee, UOB (Thai) • Chairman, Krundhep Document Co., Ltd. • Executive Chairman, Krungdhep Sophon Pcl. • Director, Krungdhep Sophon Pcl. • Director, Palang Sophon Limited. 2012 - Present Aug 2010 - Aug 2012 Apr 2009 - Present Jun 2009 - Present Apr 2008 - Dec 2014 Apr 2008 - Aug 2014 Aug 2007 - May 2014 Aug 2007 - Present Nov 2006 - Present 5. Chinnawat Bulsuk Aug 2014 - Present 2003 - Present • Chairman of the Nomination and Compensation Committee, UOB (Thai) • Chairman of the Audit Committee, UOB (Thai) • Chairman of the Nomination and Compensation Committee, UOB (Thai) • Chairman of the Audit Committee, UOB (Thai) • Independent Director and Member of the Audit Committee, UOB (Thai) • Director & CEO, Thai Samut Asset Co., Ltd. 6. Lee Chin Yong Aug 2004 - Present 2003 - Present • Authorised Signatory Director, UOB (Thai) • Managing Director, United Overseas Bank Limited, Singapore 7. Cheo Chai Hong Nov 2009 - Present July 2005 - Present • Authorised Signatory Director, UOB (Thai) • Managing Director, United Overseas Bank Limited, Singapore 8. Peter Foo Moo Tan Oct 2012 - Present Jun 2012 – Sep 2012 July 2011 – May 2012 2004 – 2011 • • • • Authorised Signatory Director and President & CEO, UOB (Thai) Deputy President and Deputy CEO, UOB (Thai) Managing Director, United Overseas Bank Limited, Singapore CEO, Fortis Bank sa/nv, Singapore 9. Sanchai Apisaksirikul Mar 2012 - Present 2007 - Present 2001 - 2006 2000 - 2001 • • • • Authorised Signatory Director, UOB (Thai) Executive Director, UOB (Thai) Senior Vice President, Bank of Asia Pcl. Vice President, Bank of Asia Pcl. Aug 2012 - Aug 2014 Aug 2008 - Aug 2010 Aug 2006 - Aug 2008 Aug 2004 - Present 108 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Other Information 3. Directors’ Remuneration as of 31 December 2014 Baht Nomination & 1. 2. 3. 4. 5. 6. 7. 8. 9. Wee Cho Yaw Wee Ee Cheong Chinnawat Bulsuk Suebtrakul Soonthornthum Arun Chirachavala Lee Chin Yong Cheo Chai Hong Peter Foo Moo Tan Sanchai Apisaksirikul Total 4. Board of Directors Audit Committee Compensation Committee 1,560,000 1,200,000 840,000 840,000 840,000 480,000 480,000 480,000 480,000 570,000 360,000 510,000 - 120,000 200,000 240,000 280,000 120,000 - 7,200,000 1,440,000 960,000 Senior Management’s Remuneration In 2014, the Bank paid cash remuneration to the Bank’s senior management amounted Baht 437,695,300 (2013 paid Baht 379,517,100). In addition to cash remuneration, the Bank also paid non-cash remuneration, which included provident fund contribution, life and medical insurance premiums, and travelling allowance as disclosed in the Notes to Consolidated Financial Statement no. 35 in this Annual Report. 5. Directorships of Directors and Senior Management as at year-end 2014 Directors 1. Wee Cho Yaw Company Position UOB Business Group 1. United Overseas Bank Ltd. 2. United Overseas Insurance Ltd. 3. United Overseas Bank (Malaysia) Bhd. 4. UOB Australia Ltd. 5. Far Eastern Bank Ltd. 6. PT Bank UOB Indonesia 7. United Overseas Bank (China) Ltd. 8. Overseas Union Bank Limited (pending dissolution-merged into UOB) Chairman Emeritus & Adviser Chairman Chairman Emeritus & Adviser Chairman Chairman Emeritus & Adviser President Commissioner Supervisor Chairman UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 109 Other Information Company Position Wee Family Business Group 1. C.Y.Wee & Company Pte. Ltd. 2. Kheng Leong Company (Pte.) Ltd. 3. Wee Investments (Pte.) Ltd. 4. UOL Group Ltd. 5. Pan Pacific Hotels Group Limited 6. Haw Par Corporation Ltd. 7. United Industrial Corporation Ltd. 8. Marina Centre Holdings Pte. Ltd. 9. Aquamarina Hotel Pte. Ltd. 10. Hotel Marina City Pte. Ltd. 11. Marina Bay Hotel Pte. Ltd. 12. Wee Property (UK) Pte. Ltd. Chairman Chairman Chairman Chairman Chairman Chairman Chairman Chairman Chairman Chairman Chairman Chairman Non-Profit/Community Service Business Group 1. Kim Mui Hoey Kuan 2. Singapore Chinese Chamber of Commerce & Industry 3. Singapore Federation of Chinese Clan Associations 4. Singapore Hokkien Huay Kuan 5. Wee Foundation Chairman Honorary President Honorary President Honorary President Chairman 2. Wee Ee Cheong 110 Company Position UOB Business Group 1. Chung Khiaw Bank (Malaysia) Bhd. 2. Far Eastern Bank Ltd. 3. Hermes UOB Capital Management Ltd. 4. OUB Centre Ltd. 5. Overseas Union Bank Ltd. (pending dissolution-merged into UOB) 6. PT Bank UOB Indonesia 7. United Overseas Bank Ltd. 8. United Overseas Bank (China) Ltd. 9. United Overseas Bank (Malaysia) Bhd. 10. United Overseas Insurance Ltd. 11. UOBGC General Partners Ltd. 12. UOB Australia Ltd. 13. UOB Global Capital LLC 14. UOB Global Capital Pte. Ltd. 15. UOB Travel Planners Pte. Ltd. 16. Walden AB Ayala Ventures Co Inc. Director Director Director Chairman Director Vice President Commissioner Director Chairman Director Director Director Director Chairman Chairman Director Director | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Other Information Company Position Wee Family Business Group 1. C Y Wee & Co Pte. Ltd. 2. E C Wee Pte. Ltd. 3. Kheng Leong Co (HK) Ltd. 4. Kheng Leong Company (Pte.) Ltd. 5. K.I.P. Industrial Holdings Ltd. 6. KLC Holdings Ltd. 7. KLC Holdings (Hong Kong) Ltd. 8. Phoebus Singapore Holdings Pte. Ltd. 9. Portfolio Nominees Ltd. 10. Richly Joy Holdings Ltd. 11. Wee Investments (Pte.) Ltd. 12. Wee Venture (Overseas) Ltd. 13. Pilkon Development Co., Ltd. 14. Plaza Hotel Co.,Ltd. 15. Wee Property (UK) Pte. Ltd. Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Non-Profit/Community Service/Relationship (Networking ) Business Group 1. ASEAN Finance Corporation Ltd. 2. INSEAD East Asia Council & International Council 3. Singapore-China Foundation 4. Singapore Chinese Chamber of Commerce & Industry 5. The Association of Banks in Singapore 6. The Institute of Banking & Finance 7. Visa APCEMEA Senior Client Council 8. Wee Foundation Director Advisory Board Member Member, Board of Governors Honorary Council Member Council Member Director Member Director 3. Chinnawat Bulsuk Company Position Chinnawat Bulsuk's Business Group 1. Thai Samut Asset Co., Ltd. Director & CEO Other Business Group 1. Chong Choe Co., Ltd. Director UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 111 Other Information 4. Suebtrakul Soonthornthum Company Position Loxley Business Group 1. Loxley Public Co., Ltd. 2. Loxley Global Co., Ltd. 3. Loxley GTECH Technology Co., Ltd. 4. Loxley Trading Co., Ltd. 5. Loxley Property Development Co., Ltd. 6. Foseco (Thailand) Co., Ltd. 7. NS BlueScope (Thailand) Co., Ltd. 8. NS BlueScope Services (Thailand) Co., Ltd. 9. NS BlueScope Lysaght (Thailand) Co., Ltd. 10. BP - Castrol (Thailand) Co., Ltd. 11. Ekpavee Co., Ltd. 12. Data Mining Co., Ltd. 13. Asia Securities Management Co., Ltd. 14. Zin Suapah Co., Ltd. 15. Loxley Joint and Hold Co.,Ltd. 16. Oriental Post Co., Ltd. 17. Postique Co., Ltd. 18. BlueScope Building (Thailand) Co.,Ltd. Director & SEVP Director Director Director Director Chairman Director Director Director Director Director Director Director Director Director Independent Director Independent Director Director Muang Thai Life Assurance Public Co., Ltd. Group 1. Muang Thai Life Assurance Public Co., Ltd. 2. Muang Thai Real Estate Public Co., Ltd. Independent Director Chairman Other Business Group 1. Vanachai Group Public Co., Ltd. Independent Director 5. Arun Chirachavala Company Position Krungdhep Sophon Group 1. Krungdhep Sophon Public Co., Ltd. 2. K.W.C. Warehouse Co., Ltd. Director Chairman Other Business Group 1. Palang Sophon Co., Ltd. 2. TRC Construction Public Co., Ltd. 112 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Director Independent Director and Chairman of Corporate Governance Committee Other Information 6. Lee Chin Yong Company Position UOB Group of Companies 1. United Overseas Bank (Malaysia) Bhd. 2. Uni.Asia Capital Sdn. Bhd. 3. UOB Property Investment Pte. Ltd. 4. PT Bank UOB Indonesia 5. UOB-Kay Hian Holdings Ltd. 6. United Overseas Bank (China) Ltd. 7. UOB Property Investments China Pte. Ltd. Director Director Director Commissioner Director Director Director UOL Group of Companies 1. President Hotel Sdn. Bhd. 2. HPL Properties (Malaysia) Sdn. Bhd. 3. Grand Elite Sdn. Bhd. 4. Grand Elite (Penang) Sdn. Bhd. 5. UOL Serviced Residences Sdn. Bhd. Director Director Director Director Director Other Business Group 1. Kemaris Development Sdn. Bhd. Director 7. Cheo Chai Hong Company Position UOB Group of Companies 1. UOB Global Capital Pte. Ltd. 2. UOB International Investment Pte. Ltd. 3. UOB Asset Management Ltd. Director Director Director Other Business Group 1. Banco De Oro Unibank Inc. 2. The Anglo-Chinese Schools Foundation Ltd. Director Director 8. Peter Foo Moo Tan -NIL9. Sanchai Apisaksirikul Company Position Companies under UOB (Thai) Group 1. UOB Bullion and Futures (Thai) Co., Ltd. 2. UOB Services Co., Ltd. Director Chairman Company under UOB Group 1. UOB Asset Management (Thailand) Co., Ltd. Director UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 113 Other Information Senior Management as of December 31, 2014 6. Name Company Position 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. AXA Insurance Public Company Ltd. Suthep Boonnak Co., Ltd. UOB Asset Management (Thailand) Co., Ltd. Noble Line Ltd. / Thailand UOB Services Co., Ltd. - Director Director Director Director Director - Steven Ngeo Swee Guan Pornchai Wiwatpattarakul Patchanee Vongsilpawattana Busba Virochpoka Viyada Valyasevi Montira Utarapichat Ratanachon Thanyodom Yuttachai Teyarachakul Wipaporn Techamaitrechit Sirima Taecharungnirun Wasinee Sivakua Ngamjitt Sirijindalert Pojanee Rungsang Sasitorn Rattanakul Piyaporn Ratanaprasartporn Vajee Pramualrat Manit Panichakul Pailin Ngsriwongse Ho Swit Moy Margaret Sayumrat Maranate Taravadee Manuschinapisit Arthur Gan Lian Aun Lim Keng Teck Pisal Kattiyothaivong Loi Kai Cheow Poomchai Chusakultanachai Yau Chi Choi Kanlika Buspavanich Sasiwimol Arayawattanapong Danupob Apichitsakul Roongthip Angkasirisan Suwassa Anantasa Shares of UOB (Thai), Subsidiaries and Associated Companies Directors of UOB (Thai) do not own any shares in UOB (Thai) or any of its subsidiaries and associated companies. 7. Auditor’s Remuneration In 2014, the Bank and its subsidiaries paid for audit fee and special audit fee regarding to the Bank of Thailand’s requirement to EY Office Limited amounting to Baht 8,300,000 and Baht 350,000 respectively, totalling Baht 8,650,000. 114 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 115 / / / / / / / / / / / / / / / / Details of all related party transations are disclosed in Note 35 to the financial statements. UOB Kay Hian Securities (Thailand) Co., Ltd. United Overseas Bank Group of Companies United Overseas Bank (Malaysia) Bhd United Overseas Bank (China) Limited UOB Bullion & Futures, Singapore Far Eastern Bank Ltd., Singapore UOB Asset Management (Thailand) Co., Ltd. / / / / / / / / / / / / / / / / / / / / / / / / / / Major shareholders United Overseas Bank Limited / / / / / / / / / / / / / / / / Related companies Loxley Pcl. The Muangthai Life Assurance Pcl. Underwaterworld Pattaya Co., Ltd. Haw Par Tiger Balm (Thailand) Limited Loxley Wireless Co., Ltd. Loxbit Pcl. Professional Computer Co., Ltd. Netone Network Solution Co., Ltd. L Hardware and Services Co., Ltd. Loxley Trading Co., Ltd. TRC Construction Pcl. Tisco Securities Co., Ltd. Tisco Asset Management Co., Ltd. Subsidiaries companies UOB Bullion and Futures (Thai) Co., Ltd. UOB Services Co., Ltd. / / / / / / / / / / / / / / / / / / / / / / Suebtrakul Soonthornthum Suebtrakul Soonthornthum Wee Cho Yaw Wee Cho Yaw, Wee Ee Cheong Suebtrakul Soonthornthum Suebtrakul Soonthornthum Suebtrakul Soonthornthum Suebtrakul Soonthornthum Suebtrakul Soonthornthum Suebtrakul Soonthornthum Arun Chirachavala Sanchai Apisaksirikul Sanchai Apisaksirikul Sanchai Apisaksirikul Sanchai Apisaksirikul Related with UOBT Director Wee Cho Yaw Wee Cho Yaw, Wee Ee Cheong Wee Cho Yaw, Wee Ee Cheong / Wee Cho Yaw, Wee Ee Cheong Wee Cho Yaw, Wee Ee Cheong Wee Cho Yaw, Wee Ee Cheong / Wee Cho Yaw, Wee Ee Cheong Net gain (loss) on foreign Interbank Interbank currency Premises and money and money Debt issued Fees and Fees and trading and Other and Data market items Derivatives Other market items Derivatives and Other Interest Interest service service exchange operating equipment processing Other (assets) assets assets Commitments Deposits (liabilities) liabilities borrowings liabilities Income expenses income expenses transaction income expenses charges expenses The Bank's transactions with the companies related to the Bank's directors during the year 2014 are as follows: 8. Related Party Transactions Other Information Risk Management The effective management of financial and non-financial risks is integral to UOB (Thai) Group’s business success. Our approach to risk management is to ensure risks are managed within the levels established by UOB (Thai) Group’s various senior management committees and approved by the Board and/or its committees. The UOB (Thai) Group has established a comprehensive framework of policies and procedures to identify, measure, monitor and control risks. These are guided by the Group’s Risk Management Principles which advocate: • Delivery of sustainable long-term growth using sound risk management principles and business practices; • Continual improvement of risk discovery capabilities and risk controls; and, • Business development based on a prudent, consistent and efficient risk management framework. RISK MANAGEMENT GOVERNANCE AND FRAMEWORK committees are responsible for delegating risk appetite limits by business lines, and/or broad product lines. RISK APPETITE UOB (Thai) Group has established a risk appetite framework to determine the amount of risk UOB (Thai) Group is able and willing to take in pursuit of its business objectives. The risk appetite defines suitable thresholds and/or limits across key areas including but not limited to credit risk, concentration risk, market risk, liquidity risk, operational risk and reputational risk. The objective of establishing a risk appetite framework is not to limit risk taking but to ensure that UOB (Thai) Group’s risk profile is aligned to its business strategy. UOB (Thai) Group’s risk appetite framework is updated and approved annually by the Board. The Board is responsible for ensuring that UOB (Thai) Group’s activities are in line with its risk appetite. Monitoring of the risk limits is conducted regularly by relevant Committees. The Board of Directors (The Board) is responsible for the governance of risk and oversees a governance structure to ensure that the UOB (Thai) Group’s business activities are: BASEL FRAMEWORK • Conducted in a safe and sound manner and in line with high standards of professionalism; • Consistent with UOB (Thai) Group’s overall business strategy and risk appetite; and, • Subjected to adequate risk management and internal controls. UOB (Thai) Group has adopted the Basel Framework and is compliant with regulatory requirements on Risk Based Capital Adequacy. The Framework aims to ensure the ongoing enhancement of risk management techniques by banks to monitor and manage their risks, and to ensure proper processes are undertaken by banks in determining the adequate amount of capital to be held in relation to their underlying risk profile. The Board is supported by Executive Committee (EXCO), Audit Committee (AC), Nomination and Remuneration Committee (NCC) as well as Risk and Capital Committee (RCC). EXCO and RCC assist the Board in the oversight of risk management policies, process and procedures. The day-to-day management of UOB (Thai) Group is delegated to its senior management (Chief Executive Officer (CEO) and Senior Executives). The CEO has established senior management committees to assist in the making business decisions which weigh risks with returns. The main senior management committees are Management Committee (MC), Asset & Liability Committee (ALCO), Operational Risk Management Commitee (ORMC), Credit Committee (CC), Special Asset Management Credit Committee (SAMCC) and Credit Management Committee (CMC). UOB (Thai) Group has adopted the Standardised Approach (SA) for its Personal Financial Services (PFS) exposures, the Foundation Internal Ratings-Based (FIRB) Approach for its non-retail exposures and the Advanced Internal Ratings-Based (AIRB) Approach for its Retail SME exposures. For Market and Operational risks, UOB (Thai) Group has adopted SA. UOB (Thai) Group’s Internal Capital Adequacy Assessment Process (ICAAP) is used to assess if it has sufficient capital to support its activities. The ICAAP process is reviewed periodically to ensure that UOB (Thai) Group remains well capitalised after considering all material risks. Stress Testing is also conducted to determine capital adequacy under stressed conditions. UOB (Thai) Group Pillar 3 Disclosure Policy addresses the disclosure requirements specified by regulators. The Board is also responsible for setting the overall risk capital and Top-Down Risk Appetite statements for material risks faced by UOB (Thai) Group. Senior management and the senior management 116 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Risk Management CREDIT RISK Credit risk is the risk of loss arising from any failure by a borrower or counterparty to meet their financial obligations when they fall due. Credit risk is the single largest risk that UOB (Thai) Group faces in our core business as a commercial bank, arising primarily from loans and other lending related commitments to retail corporate and institutional borrowers. Integral to the management of credit risk is a framework that clearly defines policies and processes relating to the measurement and management of credit risk. Our portfolio is also reviewed and stress tested regularly, and we continuously monitor the operating environment to identify emerging risks and formulate mitigation action. percentage of the capital base. Regular assessments of emerging risks and reviews of industry and country outlooks are also performed to identify areas in which concentration risks may accumulate. Credit Stress Test Credit stress testing is a core component of UOB (Thai) Group’s credit portfolio management process. Regulatory and internal stress tests are conducted periodically. The main purpose of credit stress testing is to provide a forward looking assessment of UOB (Thai) Group credit portfolio under adverse economic scenarios. Under stress scenarios such as a severe recession, significant losses from the credit portfolio may occur. Stress tests are used to assess if UOB (Thai) Group capital can withstand such a severe scenario, identify the vulnerability of various business units under such scenario and formulate appropriate mitigating action. CREDIT RISK GOVERNANCE AND ORGANIZATION RCC and CMC are the key oversight committees for credit risk and support the CEO, EXCO and the Board in managing the UOB (Thai) Group’s overall credit risk exposures. The RCC serves as an executive forum for discussions on all credit-related issues including the credit risk management framework, policies, infrastructure, methodologies and systems. While the CMC reviews and assesses UOB (Thai) Group’s credit portfolios, processes and credit risk profiles. Credit Risk Management Division is responsible for the reporting, analysis and management of all elements of credit risk. It develops credit policies and guidelines, and focuses on facilitating business development within a prudent, consistent and efficient credit risk management framework. CREDIT RISK POLICIES AND PROCESSES UOB (Thai) Group established credit policies and processes to manage credit risk in the following key areas: Credit Approval Process To maintain the independence and integrity of the credit approval process, the credit origination and approval functions are clearly segregated. Credit approval authority is delegated to officers based on their experience, seniority and track record, and is based on a risk-adjusted scale according to a borrower’s credit rating. All credit approval officers are guided by credit policies that are periodically reviewed to ensure their continued relevance to the UOB (Thai) Group’s business strategy and the business environment. Credit Concentration Risk Credit concentration risk may arise from a single large exposure or from multiple exposures that are closely correlated. This is managed by setting exposure limits on obligors, portfolios, borrowers, industries and countries, generally expressed as a Our stress test scenarios consider an array of potential and plausible macroeconomic events in varying degrees of likelihood and severity. These are developed through consultation with relevant business units, and are approved by senior management. The projected stressed variables such as GDP, interest rates are applied consistently to all portfolios to estimate credit losses. Intra-group Transaction Any intra-group transactions shall be executed on an arms-length basis at market commercial terms. Risk exposure as well as impact on capital adequacy incurred from intra-group transactions shall be monitored and controlled as a normal business practice. UOB (Thai) Group has stipulated the approval process for intra-group transactions e.g. normal intra-group transactions such as granting credit, which is subject to approval by UOB (Thai) Executive Committee with ratification by the Board. Credit Risk Mitigation Potential credit losses are mitigated using collateral and guarantees. As a fundamental credit principle, UOB (Thai) Group generally does not extend credit facilities solely on the basis of the collateral provided. All credit facilities are granted based on the credit standing of the borrower, source of repayment and debt servicing ability. Collateral is taken whenever possible to mitigate the credit risk assumed and the value of the collateral is monitored periodically. The frequency of valuation depends on the type, liquidity and volatility of the collateral value as well as in accordance with BOT’s requirements. The main types of collateral taken by UOB (Thai) Group are cash, qualified marketable securities, and real estate. Appropriate haircuts are applied to the market value of collateral, reflecting the underlying nature of the collateral, quality, volatility and liquidity. In addition, collateral taken by UOB (Thai) Group has to fulfill certain eligibility criteria (such as legal certainty across relevant jurisdictions) in order to be eligible for IRB purposes. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 117 Risk Management In addition, personal guarantees are often taken as a form of moral support to ensure moral commitment from the principal shareholders and/or directors. UOB (Thai) Group does not recognise personal guarantees as an eligible credit risk protection for capital computation purpose. Corporate guarantees are also often obtained when the borrower’s credit worthiness is not sufficient to justify an extension of credit. Exposures arising from foreign exchange and derivatives are typically mitigated through agreements such as the International Swaps and Derivatives Association (ISDA) Master Agreements and the Credit Support Annex (CSA). Such agreements help to minimise credit exposure by allowing UOB (Thai) Group to offset what it owes to counterparty against what is due from that counterparty in the event of a default. CREDIT MONITORING AND REMEDIAL MANAGEMENT We regularly monitor credit exposures, portfolio performance and emerging risks that may impact our credit risk profile. Internal risk reports are presented to relevant committees to update senior management on credit trends and to provide alerts on key economic, political and environment developments across major portfolios. Non-performing Accounts Management UOB (Thai) Group monitors closely the delinquency of borrowing accounts as it is a key indicator of credit quality. UOB (Thai) Group has an independent credit review process to ensure the appropriateness of loan grading and classification in accordance with internal policy and regulatory guidelines. Any account that exhibits weaknesses that may jeopardise repayment on existing terms will be categorised as ‘non-forming’. Delinquency Monitoring An account is considered as delinquent when payment is not received on the due date. Any delinquent account, including a revolving credit facility (such as an overdraft) with limit excesses, is closely monitored and managed through a disciplined process by officers from business units and risk management. Where appropriate, such accounts are also subject to more frequent credit reviews. Classification and Loan Loss Impairment UOB (Thai) Group classifies its loan portfolios according to the borrower’s ability to repay the credit facility from their normal source of income. All borrowing accounts are classified into ‘Pass’, ‘Special Mention’ or ‘Non-Performing’ categories. Non-Performing loans (NPLs) are further classified as ‘Substandard’, ‘Doubtful’ or ‘Doubtful of Loss’ in accordance with Bank of Thailand (BOT) guidelines. 118 Upgrading and declassification of a NPL account to ‘Pass’ or ‘Special Mention’ status must be supported by a credit assessment of the repayment capability, cash flows and financial position of the borrower. UOB (Thai) Group must also be satisfied that once the account is declassified, the account is unlikely to be classified again in the near future. A restructured account is categorised as “Non-Performing” and placed on the appropriate classified grade depending on UOB (Thai) Group’s assessment of the financial conditions of the borrower and the ability of the borrower to repay based on the restructured terms. A restructured account must comply fully with the restructured terms in accordance with internal policy and regulatory requirements before it can be declassified. Special Asset Management Special Asset Management (SAM) manages the non-performing portfolios of UOB (Thai) Group. SAM proactively manages a portfolio of NPL accounts, with the primary intention of nursing these accounts back to health and transferring them back to the respective business units. SAM manages accounts that UOB (Thai) Group intends to exit in order to maximise debt recovery. Write-off Policy A classified account that is not secured by any realisable collateral will be written off either when the prospect of a recovery is considered poor or when all feasible avenues of recovery have been exhausted. INTERNAL CREDIT RATING SYSTEM UOB (Thai) Group employs internal rating models to support the assessment of credit risk and the assignment of exposures to rating grades or pools. Internal ratings are used pervasively by UOB (Thai) Group in the areas of credit approval, credit review and monitoring, credit stress testing, limits setting, pricing and account management. UOB (Thai) Group has established a credit rating governance framework to ensure the reliable and consistent performance of its rating systems. The framework defines the roles and responsibilities of the various parties in the credit rating process, including independent model performance monitoring, annual model validation and independent reviews by Internal Audit. Credit risk models are independently validated before they are implemented to ensure they are fit for purpose. To monitor the robustness of these rating models on an ongoing basis, all models are subject to annual review conducted by model owners to ascertain that the chosen risk factors and assumptions continue to remain relevant for the respective portfolios. All new models, model changes and annual reviews are approved by RCC or EXCO, depending on the materiality of the portfolio. | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Risk Management Rating Structure UOB (Thai) Group’s internal rating structure is illustrated below. Internal Rating Structure Large Corp Corporate SME Specialised Lending (IPREa, SFb, CFc and PFd) Bank Sovereign Retail SME Customer Risk Rating Facility Risk Rating Borrower Risk Rating Customer Risk Rating Customer Risk Rating Expected Loss Rating 16 Pass Grades 4 Default Grades Supervisory Grades 15 Pass Grades Homogeneous Risk Pools Derive Risk Estimates Use of Internal Estimates Credit Approval Stress Test Collections Credit Review & Monitoring Limits Setting & Monitoring Risk-based Pricing a. IPRE refers to Income Producing Real Estate b. SF refers to Ship Finance c. CF refers to Commodity Finance d. PF refers to Project Finance Non-retail Exposures UOB (Thai) Group has adopted the Foundation Internal RatingsBased (FIRB) approach for its non-retail exposures. Under this approach, the probability of default (PD) for each borrower is estimated using internal models. These PD models employ qualitative and quantitative factors to provide an assessment of the borrower’s ability to meet their financial obligations, and are calibrated to provide an estimate of the likelihood of default over one-year time horizon. A default is considered to have occurred if: Supervisory loss given default (LGD) and exposure at default (EAD) parameters prescribed by BOT are used together with the internal credit ratings to calculate risk weights and regulatory capital requirements. • the obligor is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising the security; or • the obligor is past due for more than 90 days on any credit obligation to the Group. Corporate Asset Class UOB (Thai) Group has developed the Corporate SME model (CSME) to rate exposures in the Claims on Corporate Asset Class. Credit risk factors used to derive a borrower’s risk rating include its’ financial strength, quality of management, business risks, and the industry in which it operates. The borrower risk rating process is While the Group’s internal risk rating grades may show some correlation with the rating grades of External Credit Assessment Institutions (ECAIs), they are not directly comparable or equivalent to the ECAI ratings. UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 119 Risk Management augmented by facility risk ratings, which take into account the type and structure of the facility, availability and type of collateral, and seniority of the exposure. The internal rating grade structure for the Corporate asset class consists of 16 pass grades and 4 default grades. The CSME model is mapped to the rating scale and takes into account UOB (Thai) Group’s long-term average portfolio default rate. Specialised Lending Asset Sub-Class Within the corporate asset class, UOB (Thai) Group has four subclasses for Specialised Lending: Income Producing Real Estate (IPRE), Ship Finance (SF), Commodity Finance (CF) and Project Finance (PF). The internal risk grades are derived based on financial and non-financial risk factors using internal scorecards. The internal risk grades are mapped to the five supervisory slotting categories, which determine the risk weights to be applied to the exposures. Sovereign Asset Class UOB (Thai) Group has rolled out internal Sovereign scorecard to rate exposures in this asset class. Public debt levels, balance of payments, fiscal budgets and other macroeconomic, stability and political risk factors are considered in the scorecard to assess sovereign credit risk in a structured and holistic manner. The scorecards have an internal rating grade structure consisting of 15 pass grades. Bank Asset Class UOB (Thai) Group has rolled out internal Bank scorecard to rate exposures in this asset class, which takes into account asset quality, capital adequacy, liquidity, management, regulatory environment and robustness of the overall banking system. The scorecards have an internal rating grade structure consisting of 15 pass grades. Retail Asset Class UOB (Thai) Group has adopted the AIRB Approach for the Retail SME portfolio, which is classified under the Other Retail asset subclass. Retail SME exposure is defined as an exposure to small businesses with total group obligor exposure of not more than THB 45 million. In addition, the exposure is not managed individually but as part of a pool of similar exposures. Retail SME exposures are assessed and managed using a combination of Application and Behavioural scorecards, Loss Given Default (LGD) and Exposure at Default (EAD) models to group exposures according to their borrower and transaction risks. PD, LGD and EAD parameters are estimated using internal loss data covering an economic cycle including downturns. Where internal loss data is insufficient to provide robust risk estimates, the PD, LGD and EAD models may incorporate internal and/or external proxies, and where necessary, may be augmented with appropriate margins of conservatism. 120 Credit Exposures Subject To Supervisory Prescribed Risk Weight Equity Asset Class According to BOT’s guidelines, UOB (Thai) Group is eligible to apply 100% risk weight to equity exposures which have been exempted from IRB capital computation. Credit Exposures Subject To Standardised Approach For exposures subject to the SA, prescribed risk weights based on asset class are used in the computation of regulatory capital except for Claims on Corporate where 100% risk weight is applied. MARKET RISK Market risk is governed by the Asset and Liability Committee (ALCO), which meets monthly to review and provide directions on market risk matters. The Market Risk Management Unit (MRM) supports the ALCO with independent assessment of the market risk profile of UOB (Thai) Group. UOB (Thai) Group’s market risk framework comprises market risk policies, practices, control, and risk limits structure with appropriate delegation of authority. In addition, we have a stringent Product/ Service Programme due diligence process in place to ensure that market risk issues are adequately addressed prior to product launches. UOB (Thai) Group currently adopts the Standardised Approach for the calculation of regulatory market risk capital but uses daily Valueat-Risk (VaR) to measure and control trading market risks. To complement the VaR measure, stress and scenario tests are performed to identify UOB (Thai) Group’s vulnerability to event risk. These tests serve to provide early warnings of plausible extreme losses to facilitate proactive management of market risks. In addition, VaR estimates are backtested against profit and loss of the trading book to validate the robustness of the methodology. The backtesting process analyses whether exceptions are due to model deficiencies or market volatility. INTEREST RATE RISK IN BANKING BOOK The ALCO maintains oversight of the effectiveness of the interest rate risk management structure. Balance Sheet Risk Management Unit (BSRM) supports the ALCO in monitoring the interest rate risk profile of the Banking book. The primary objective of interest rate risk management is to protect and enhance capital or economic net-worth through adequate, stable and reliable growth in net interest earnings under a broad range of possible economic conditions. This is achieved by ensuring that the structural nterest rate risk is identified, measured, monitored | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Risk Management and managed over a range of potential and realistic interest rate scenarios, including under stress situations. funding as well as maintaining a portfolio of high quality and marketable debt securities. Interest rate risk assessment is mainly based on earnings perspective known as Net Interest Income (NII) and economic value perspective known as Economic Value of Equity (EVE). The impact of interest rate sensitivity is measured via static analysis. In the earnings perspective, the focus of the analysis is on the impact of changes in interest rates on earnings, typically looking at near term. The economic value of the bank provides a long-term effect of changes in interest rate, which is the net present value of assets, minus liabilities plus the off balance sheet position. In repricing gap approach, the cash flows are profiled in different time bands based on repricing schedule. For loans and deposits that do not have maturity dates such as saving account deposit, the earliest possible repricing dates will be taken into consideration. Mismatches in the longer tenor from repricing gap will experience greater change in the price-value of interest rate positions than similar positions in the shorter tenor. UOB (Thai) Group takes a conservative stance in its liquidity management by continuing to gather core deposits, ensuring that liquidity limits are strictly adhered to and that there are adequate liquid assets to meet cash shortfall. In addition, UOB (Thai) Group performs monthly interest rate stress testing to assess the impact of interest rate NII and EVE. The parallel rate shocks such as 100 basis points (bp) and 200bp are applied to the repricing gap profile. Such tests are performed to provide early warnings of potential losses, facilitating the proactive management of interest rate risks. The risks arising from the trading book, such as interest rates, foreign exchange rates and equity prices are managed and controlled under the market risk framework that is discussed under the ‘Market Risk’ section. LIQUIDITY RISK Liquidity risk is the risk that UOB (Thai) and its subsidiaries may not be able to meet their obligations as they fall due as a result of inability to liquidate their assets or to cover funding requirements at an appropriate price, resulting in losses to the Bank and its subsidiaries. UOB (Thai) Group maintains sufficient liquidity to fund its day-to-day operations, meet deposit withdrawals and loan disbursements, and repay borrowings. Hence, liquidity is managed in a manner to address known as well as unanticipated cash funding needs. UOB (Thai) Group manages liquidity at a centralised level. Liquidity risk is managed in accordance with a framework of policies, controls and limits established by UOB (Thai)’s ALCO. These policies, controls and limits enable the Bank to monitor and manage liquidity risk to ensure that sufficient sources of funds are available over a range of market conditions. These include minimising excessive funding concentrations by diversifying the sources and terms of The distribution of deposits is managed actively to ensure cost effectiveness, continued accessibility to funds, and diversification of funding sources. Important factors in ensuring liquidity are competitive pricing, proactive management of UOB (Thai) Group’s core deposits and the maintenance of customer confidence. Core deposits are generally stable non-bank deposits, such as current accounts, savings accounts and fixed deposits. UOB (Thai) Group monitors the stability of its core deposits by analysing their volatility over time. UOB (Thai) Group uses of funds are mainly for providing loans to customers, investing in government securities, and placing excess funds with financial institutions. UOB (Thai) Group’s liquidity risk management is aligned with the regulatory liquidity risk management framework, and is measured and managed on a projected cash flow basis. UOB (Thai) Group is monitored under ‘business as usual’, and three crisis scenarios, which are ‘bank-specific crisis’, ‘general market crisis’, and ‘combination crisis’. Cash flow mismatch limits are established to limit the Bank’s liquidity exposure. The Bank also employs liquidity early warning indicators and trigger points to signal possible contingency situations. Liquidity Gap Analysis or Cash Flow Mismatch Analysis under the ‘Business as Usual’ scenario is measured and monitored against Net Cumulative Outflow (NCO) limits which are set for overnight, seven days, and thirty days. In the event that a limit is breached, an investigation will be conducted and the related documents reported to relevant parties, in accordance with the escalation process. For stress testing (bank-specific crisis, general market crisis, and combined scenarios), additional assumptions such as sudden increase in deposit withdrawals, reduction in loan repayments, potential trading losses, or liquidation of securities with haircuts, are taken into account. These assumptions are agreed by business units and approved by the Board or delegated committee. Liquidity risk assessment is conducted on both daily and monthly basis. Liquidity gap or maturity mismatch analysis report is produced by Balance Sheet Risk Management unit and monitored by Market Risk Control against approved NCO Limits on a daily basis. Other reports such as early warning indicators as well as UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 121 Risk Management sources and utilisation of funds are produced on a monthly basis. These reports are deliberated in ALCO meetings. Behavioural modelling is carried out and reviewed regularly to ensure that the cash flow requirements for the ‘business as usual’ and crisis scenarios are realistic. Loans and deposits which do not have maturity dates, and fixed deposits which are rolled over frequently, are generally estimated based on their past statistics or trends. Other balance sheet items like credit cards are generally estimated based on the past statistics of customers. Cash flow mismatch limits are established to limit the UOB (Thai) Group liquidity exposure. UOB (Thai) Group also employs liquidity early warning indicators and trigger points to signal possible contingency situations. Contingency funding plans are in place to identify liquidity crises using a series of warning indicators. Crisis escalation processes and various strategies including funding and communication have been developed to minimise the impact of any liquidity crunch. Loans to Deposits and Bill of Exchange (interbank and money market items are excluded) are among the liquidity ratios monitored. OPERATIONAL RISK Operational Risk is the risk of loss resulting from inadequate or failed internal processes, people and systems, or from external events, including reputation, legal and compliance risks but excluding strategic risk. The objective is to manage operational risk at appropriate levels relative to the markets in which the businesses operate. Operational Risk Governance, Framework and Tools Operational risk is managed through a framework of policies, and procedures by which business and support units properly identify, assess, monitor, mitigate and report their risks. The Operational Risk Management Committee attended by senior management meets monthly to provide oversight of operational risk matters across the UOB (Thai) Group. The Operational Risk Governance structure adopts the Three Lines of Defence Model. The businesses as the first line of defence, are responsible for establishing a robust control environment as part of their day-to-day operations. Each Line of Business is responsible for implementing the operational risk framework and policies, embedding appropriate internal controls into processes and maintaining business resilience for key activities. Operational Risk Management as the second line of defence is responsible for risk management oversight and exercising governance over operational risk through providing relevant framework, policies, tools and system to manage the operational risk, quality assurance of internal 122 controls, operational risk measurement, monitoring and reporting of operational risk issues to senior management, relevant management committees and the Board. Internal Audit acts as the third line of defence by providing an independent and objective assurance on the overall effectiveness of the risk governance framework, and internal control effectiveness through periodic audit programme. A key component of the operational risk management framework is risk identification and control self-assessments. This is achieved through the implementation of a set of operational risk tools. Several risk mitigation policies and programmes are in place to maintain a sound operating environment. UOB (Thai) Group has a business continuity and crisis management programme in place to ensure prompt recovery of critical business functions should there be unforeseen events. Senior management provides an annual attestation to the Board on the state of business continuity readiness of the UOB (Thai) Group. Regulatory compliance risk refers to the risk of non-compliance with laws, regulations, rules, standards and codes of conduct. This risk is identified, monitored and managed through a structured framework of policies, procedures and guidelines maintained by the UOB (Thai) Group. The framework also manages the risk of breaches and sanctions relating to Anti-Money Laundering and Countering the Financing of Terrorism. The UOB (Thai) Group actively manages fraud and bribery risks. Tools and policies, including a whistle-blowing programme, a material risk notification protocol and a fraud risk awareness training programme, have been developed to manage such risks. All employees are guided by a Code of Conduct, which includes antibribery and corruption provisions. Reputation risk is the risk of adverse impact on earnings, liquidity or capital arising from negative stakeholder perception or opinion on the UOB (Thai) Group’s business practices, activities and financial condition. The UOB (Thai) Group recognises the impact of reputation risk and a framework has been developed to identify and manage the risk across the UOB (Thai) Group. To mitigate operational losses resulting from significant risk events, an insurance programme covering crime, fraud, civil liability, property damage, public liability and, directors’ and officers’ liability has been put in place. | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Report of the Audit Committee The Audit Committee (“the AC”) of United Overseas Bank (Thai) Pcl. comprises three independent directors: Mr. Arun Chirachavala, the AC Chairman, Mr. Chinnawat Bulsuk and Mr. Suebtrakul Soonthornthum as Committee members. All the Committee members are non-executive directors and non-employees of the Bank. In 2014, the Committee held four meetings to review the Bank’s internal control system and discuss financial and operational audit issues with the Bank’s External and Internal Auditors. Relevant Management members were invited to attend the meetings to provide additional information and clarification of the internal control systems. Major matters in the meetings were as follows: • Approved the Annual Planned Schedules for the Audit Committee Meetings • Approved and monitored the Internal Audit Year Plan, the Internal Audit 3-Year Strategic Plan, and resources of the Internal Audit • Evaluated the Performance Evaluation of the Head of Internal Audit • Reviewed and approved the Audit Committee Charter and the Policy on Fraud with no change • Reviewed and approved the revision of the Internal Audit Charter and the Whistle-Blowing Policy • Reviewed the Scope and Results of the Audit and Key Accounting and Auditing Areas, including the meetings (non-executive session) held with the External Auditor (EY) • Reviewed and discussed the adequacy and effectiveness of the Bank’s Internal Control System with the Senior Management, Internal and External Auditors as well as the Management’s Responses to the control deficiencies and timely remedial actions taken • Reviewed the major items of the financial reports, the Management Letter (ML) and the reliability of those reports, and the reasonableness of the Connected and Related Parties’ transactions • Reviewed and proposed the re-appointment of the external auditor and the audit fee to the Board of Directors for approval • Reviewed and noted the Internal Audit quarterly reports, major findings and status updates including the compliance with internal and external regulations • Noted the Group Audit report including key initiatives and progresses • Noted the Internal Audit for the Quality Assurance Review (QAR) program (External Assessment) and its result that was rated as “Generally Conforms” with the Institute of Internal Auditors’ Standards (The IIA’s Standards), and approved the re-conduct of the External Assessment performed by Protiviti, the external assessor • Noted the Compliance and Risk Management quarterly reports • Noted the implementation issues, progresses, and audit result of Basel II - Internal Ratings Based Approach (IRBA), the Internal Capital Adequacy Assessment Process (ICAAP), and Basel III • Noted the regulators’ audit results and implementation progresses, e.g., the BOT, MAS and etc. The Committee has continuously reviewed and assessed the Bank’s key risks, controls, governance and monitoring system through the Bank’s Internal Audit and upon the discussions with the External Auditor and Senior Management. From the evaluation of the Bank’s Internal Control System, it was concluded that the Bank’s Internal Control in the areas of financial reporting and risk management is adequate and reliable, and that reinforces the Bank to continue to improve the overall internal control framework. Mr. Suebtrakul Soonthornthum Acting Chairman of the Audit Committee 6 March 2015 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 123 Opinion of the Audit Committee on the Bank’s Internal Control System The Board of Directors has reviewed the Audit Committee report and the opinion on the adequacy of Internal Control System prepared by the Audit Committee during the Board of Directors’ Meeting No. 592 held on 6 March 2015. Participants of the meeting included the Audit Committee members comprising the two independent directors who are not employees of the Bank. The Audit Committee’s opinion on the Internal Control System of the Bank and its subsidiaries was summarised after the meetings with the Senior Management and External Auditor, and upon the report of the Key Risk and Control Self-Assessment (KRCSA) implemented by Operational Risk Management (ORM), and the Quarterly Reports by Risk Management, Compliance and Internal Audit. The evaluation of the Bank’s Internal Control System was divided into five sections as follows: • • • • • Organisation Control and Environment Measures Risk Management Measures Management Control Activities Information and Communication Measures Monitoring and Evaluation The Audit Committee is of the opinion that the Bank has in place an adequate internal control system. The Audit Committee has been regularly notified of the issues arisen and remedial actions taken. The External Auditor of the Bank is EY Office Limited (EY) of which Ms. Ratana Jala, a Certified Public Accountant (CPA), as Designated External Auditor, has examined and given her opinion that the Bank and its subsidiaries’ Financial Statements present fairly, in all material respects, the financial position of United Overseas Bank (Thai) Public Company Limited and its subsidiaries and of United Overseas Bank (Thai) Public Company Limited as at 31 December 2014, and the results of their operations, and cash flows for the year then ended in accordance with generally accepted accounting principles. Mr. Suebtrakul Soonthornthum Acting Chairman of the Audit Committee 6 March 2015 124 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Report of the Nomination and Compensation Committee The Nomination and Compensation Committee is appointed by the Board of Directors, and consists of an Independent Director as the Committee Chairman, and another Independent Director, and 2 Directors as members of the Committee as follows: 1) 2) 3) 4) Mr. Chinnawat Bulsuk* Mr. Suebtrakul Soonthornthum Mr. Wee Ee Cheong Mr. Francis Lee Chin Yong Chairman Member Member Member * Appointment effective from 2 August 2014 The Nomination and Compensation Committee held 4 meetings in 2014. The Nomination and Compensation Committee is responsible for the setting up of policies and criteria for considering the selection and remuneration of the Bank’s Board members and the Bank’s senior management which includes the following: • • Review the nomination of qualified Board Directors, CEO and Management from Executive Director (ED) level and above, including any internal promotions to the rank of ED and above; Recommend the remuneration of the Board Directors and review the remuneration of the senior management team. In selecting a Board Director, CEO and Senior Management, the factors to be taken into consideration, in addition to all applicable regulatory requirements, include the candidate’s academic qualifications, personal character, technical and leadership competence, employment and career experience, and his or her management philosophy and management vision. The successful candidate must share the Board’s and Management’s philosophy and vision in managing the financial institution in order to ensure that the institution’s goals are met. Furthermore, the candidate must share the same beliefs that will help establish mutual trust and close working relationships with the Board and with the Senior Management team. The Nomination and Compensation Committee will review the successful candidate for suitability before the bank proceeds to obtain approval from the Bank of Thailand and from the Board of Directors. In setting compensation for 2014 as disclosed in this Annual Report, the scale and component of remuneration for the Directors, Executive Directors, Non-Executive Directors, and Senior Management are comparable to the general practice in the financial industry with regard to work experience and the Bank’s overall performance results and in accordance with the principles and policies which have been approved by the Board and shareholders. The Bank believes in the remuneration policy and principle of meritocracy – which is to ensure that each staff including that of senior management is rewarded and recognized based on his or her level of performance and contribution to the Bank. The Nomination and Compensation Committee will, based on the bank’s financial performance, market and industry rewards trends, as well as on GDP and inflation rate projections, propose the annual staff remuneration increment and bonus rates to the Board of Directors for consideration and approval in the first quarter of each year. Mr. Chinnawat Bulsuk Chairman, Nomination & Compensation Committee 5 February 2015 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 125 Corporate Governance United Overseas Bank (Thai) Public Company Limited (the “Bank”), a subsidiary of United Overseas Bank Limited (“UOB”), is committed to maintaining good corporate governance. The Bank believes that good corporate governance is fundamental to sustaining business growth, as well as safeguarding the interests of all stakeholders including shareholders, employees, business partners, customers, government entities with supervisory authority and auditors. The Bank has established a Code of Conduct (the “Code”) for the guidance of all employees, including the Management team. This Code sets out the best practices that all employees should follow to uphold the Bank’s core values of integrity, teamwork, performance excellence, and trust and respect. The Board of Directors (the “Board”) has set up various board committees to assist the Board in overseeing the Bank. The Bank has in place a comprehensive system of internal controls to safeguard its business and the interests of its stakeholders including depositors. Control Systems, Risk Management, Compliance and Internal Audit The Board and Management recognise the importance of having robust internal controls, as well as effective risk management, compliance and internal audit functions. The Bank has set up various committees which assist the President and CEO in overseeing the day-to-day operations of the Bank. All business and support units within the Bank are expected to comply with the governance guidelines on internal controls and ethics. Internal control activities form an integral part of operational processes. The Bank has established appropriate dual controls segregating the operational functions and the control and monitoring functions to achieve appropriate checks and balances. Internal Audit is an independent unit that reports directly to the Audit Committee. The Internal Audit team comprises qualified staff and is responsible for assessing the adequacy and effectiveness of the Bank’s system of internal controls, risk management and governance processes. The operations of Internal Audit are assessed by an external assessor every five years. Based on the results of the latest external assessment conducted in 2014, Internal Audit generally conforms to the International Professional Practices Framework (IPPF) of Internal Auditing, and complies with UOB Group’s audit methodologies. Directors’ Reporting The Board is responsible for the Bank’s and its subsidiaries’ consolidated financial statements and for the financial information presented in this Annual Report. The financial statements have been prepared in accordance with the accounting standards enunciated under the Accounting Professions Act B.E. 2547, and in reliance on governing policies, careful judgment and best estimates. Important information is adequately disclosed in the notes to the financial statements. The independent certified public accountants, having reviewed the financial statements and its notes, have issued an unqualified audit opinion of the financial statements. The Bank’s financial statements reflect the true and transparent financial status and performance for the information of shareholders. The Board has prescribed and maintained oversight of an effective system of internal controls, compliance and internal audit to ensure that accounting records are accurate, complete and adequate to protect the Bank’s assets and its depositors’ interests, and uncover weaknesses to prevent operational risk or materially irregular operations. Board of Directors The Risk Management function is responsible for putting in place the strategy, policies and processes to identify, measure, control and report risks of the UOB (Thai) Group. To perform its role effectively, it works with the relevant senior management committees as well as business and support functions to develop appropriate frameworks, strategies, processes and procedures to manage and monitor risks. Details of the Bank’s risk management are set out in the ‘Risk Management’ section of this Annual Report and Pillar III disclosure on the Bank’s website. Compliance is an independent function within the Bank that manages compliance risks and reports directly to the Board. Compliance is responsible for communicating, educating and advising all units in the Bank on applicable regulatory development and the impact on the business practices, as well as conducting compliance reviews and tests with a view to ensuring that the Bank conducts its business in compliance with all applicable laws, regulations and measures against money-laundering, terrorism and financial crime. 126 The Board consists of nine qualified directors, three of whom are independent directors and not less than half of the total members reside in the Kingdom. The Board meets at least once every three months and no fewer than half of the total number of directors must be present to constitute the quorum for a meeting. The Board’s main roles and duties include providing strategic directions and approving key policies of the Bank, as well as putting in place an effective Management team and monitoring their performance. The Board has delegated certain functions to four board committees, namely the Executive Committee, Audit Committee, Nomination and Compensation Committee, and Risk and Capital Committee. The Board may also appoint one or several directors or any other person to perform any acts on its behalf. | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Corporate Governance The Board members are: Wee Cho Yaw Wee Ee Cheong Chinnawat Bulsuk Suebtrakul Soonthornthum Arun Chirachavala Lee Chin Yong Cheo Chai Hong Peter Foo Moo Tan Sanchai Apisaksirikul Audit Committee Chairman Deputy Chairman Independent Director Independent Director Independent Director Director Director Director Director The Audit Committee (“AC”) consists of three independent directors. Its main responsibilities are to provide oversight of the: a) b) c) d) appropriateness and efficiency of the internal control systems; quality of the financial reports; Internal Audit function; selection and nomination of the external auditors, including determining the external auditors’ remuneration; and e) disclosure of related-party transactions or transactions where conflict of interests may occur. Executive Committee The main responsibilities of the Executive Committee (“EXCO”) include: a) reviewing and approving business policies and strategies, risk management policies and guidelines, and other policy matters; b) monitoring the progress of the Bank’s business plans and operations; c) setting credit discretionary limits; d) approving or ratifying approvals for credit applications and debt restructuring cases; e) endorsing relevant Internal Capital Adequacy Assessment Process (“ICAAP”) documents, including the framework for ICAAP, stress test framework, capital related policies and capital plan; and f) performing such other functions and exercising such other power and authority as may be delegated by the Board. The EXCO empowers the President and CEO to set up senior management committees where necessary as well as to appoint the members and determine the scope of duties and responsibilities of such committees. The senior management committees established by the EXCO, namely the Management Committee, Assets and Liabilities Committee, Credit Committee, IT Committee, Credit Management Committee, Special Asset Management Credit Committee and Anti-Money Laundering Committee, consist of relevant management staff from various functions. The Exco members are: Peter Foo Moo Tan Wee Ee Cheong Lee Chin Yong Cheo Chai Hong Sanchai Apisaksirikul Chairman Vice Chairman I Vice Chairman II Member Member The AC members are: Arun Chirachavala* Chinnawat Bulsuk Suebtrakul Soonthornthum Chairman Member Member * Appointment effective from 2 August 2014 Nomination and Compensation Committee The Nomination and Compensation Committee (“NCC”) consists of four directors, two of whom are independent directors (including the NCC Chairman). The NCC is responsible for the nomination of, and the remuneration for, the Board members and Senior Management. The NCC’s duties include: a) determining the policy and criteria for selection and reviewing the suitability of candidates for appointment to the Board, as Chief Executive Officer and to Senior Management positions of executive director level and above, and deciding on any internal promotions to the rank of executive director and above; and b) setting the approach to the remuneration, recommending the remuneration for the Board members and reviewing the remuneration of the Senior Management team. The NCC members are: Chinnawat Bulsuk* Wee Ee Cheong Lee Chin Yong Suebtrakul Soonthornthum Chairman Member Member Member * Appointment effective from 2 August 2014 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 127 Corporate Governance Risk and Capital Committee In 2014, the Board held four meetings and the AC held four meetings. The attendance of each director is as follows: The Risk and Capital Committee (“RCC”) is established by the Board and comprises two directors and twelve function heads. The RCC reviews the Bank’s overall risk appetite, ICAAP and capital. Other key functions performed by the RCC include: a) establishing policies on managing credit risk, market risk, liquidity risk, operational risk and any other types of risks that may affect the reputation and stability of the Bank and its subsidiaries; b) reviewing the adequacy of the policies, risk management procedures and all important aspects of the rating systems, and processes which include the use of rating systems and estimates of Internal Ratings-Based Approach parameters and stress tests, taking into account the business and capital implication; c) discussing risk and capital issues on an integrated basis, including reviewing the capital plan; d) reviewing the UOB (Thai) Group’s risk appetite framework and risk appetite statement; e) recommending risk treatment actions in response to material changes, events and breaches of the risk appetite; f) resolving outstanding disagreement on exiting customer relationship and denial of account opening to new and existing customers proposed by the Bank’s Anti-Money Laundering Committee; g) overseeing UOB (Thai) Group’s consolidated companies to ensure that UOB (Thai) Group’s risk management policies and regulatory requirements are complied with; h) considering operational risk issues proposed by Operational Risk Management Committee (ORMC). Board of Directors Wee Cho Yaw Wee Ee Cheong Chinnawat Bulsuk Suebtrakul Soonthornthum Arun Chirachavala Lee Chin Yong Cheo Chai Hong Peter Foo Moo Tan Sanchai Apisaksirikul No. of Meetings Attended 2/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 Audit Committee Arun Chirachavala Chinnawat Bulsuk Suebtrakul Soonthornthum No. of Meetings Attended 4/4 4/4 4/4 The RCC reports directly to the Board on a regular basis and highlights new risks and exceptional risk events to the AC from time to time. The RCC members are: President and CEO Head of Credit and Risk Management Head of Finance and Corporate Services Head of Risk Management Head of Technology and Operations Head of Corporate Banking Head of Commercial Banking Head of Personal Financial Services Head of Business Banking Head of Credit Approval Head of Global Markets Head of Compliance Head of Channels Head of Retail Credit 128 Chairman Vice Chairman Member Member Member Member Member Member Member Member Member Member Member Member | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Branch Network As at 31 December 2014 Bang Poo Industrial Estate Market Bangyai City (Mon - Fri from 8.30am - 3.30pm) (Mon - Sat from 10.00am - 6.00pm) Sathon 798-799 Tessaban Preakasa 14 Rd., Bangyai City, 89/12-14 Moo 6, (Mon - Fri from 8.30am - 3.30pm ) Preakasa, Muang, Samut Prakan 10280 Kanchanapisek Rd., Saothonghin, 191 South Sathon Rd., Sathon, Bangkok 10120 Tel : 0 2324 3504-7 Bangyai, Nonthaburi 11140 Tel Fax : 0 2324 3508 Tel : 0 2595 0481-2, 0 2595 0484-5 Fax : 0 2595 0486 Head Office : 0 2343 3000 Ext. 2682, 2684, 2686 0 2343 2688, 0 2343 2689, Fax 0 2343 2695, 0 2343 2047, Bangbuathong 0 2343 2687, 0 2343 2612, (Mon - Fri from 8.30am - 3.30pm) Big C Omyai 0 2343 2682, 0 2343 2686, 28/33-35 Moo 4, Bangkruay-Sainoi Rd., (Daily from 10.30am - 7.30pm) 0 2343 2693, 0 2343 2685, Sahno-loi, Bangbuathong, Nonthaburi 11110 Big C Super Center Omyai, 17/17 Moo 8, 0 2343 2610, 0 2343 2602, Tel : 0 2920 2451-5 Omyai, Sampran, Nakhon Prathom 73160 0 2343 2565, 0 2343 2561 Fax : 0 2920 2450 Tel : 0 2431 1534-7 Fax : 0 2431 1542 : 0 2287 2972 Bangmod Bangkok Metropolitan, Nonthaburi and (Mon - Fri from 8.30am - 3.30pm) Bobae Pathumthani 1/2 Moo 9, Rama II Rd., Jomthong, (Daily from 8.30am - 5.30pm) Bangkok 10150 1082/2 Krungkasem Rd., Klong Mahanak, Amarin Plaza Tel : 0 2867 0203-5, 0 2867 0913 Pom Prap Sattru Phai, Bangkok 10100 (Mon - Fri from 8.30am - 5.00pm) Fax : 0 2867 0914 Tel Amarin Plaza, 1st Fl., 500 Ploenchit Rd., 0 2282 4374, 0 2282 3694-5, Pathum Wan, Bangkok 10500 Bangna KM.2 Tel (Mon - Fri from 8.30am - 3.30pm) Fax : 0 2252 6292-3, 0 2251 8579, : 0 2282 3665, 0 2282 3796, 0 2282 4557 Fax : 0 2282 1914 0 2256 9045-6, 0 2256 9906, 21/235-236 Moo 12, Bangna-Trad Rd., 0 2256 9677, 0 2256 9680 Bangna, Bangkok 10260 BTS On Nut Tel (Daily from 10.00am - 7.00pm) : 0 2252 7871 : 0 2396 1931, 0 2393 9825, 0 2399 0178-81 Anusavaree Chaisamoraphoom Fax : 0 2393 6147 Market Plus Building, 2nd Fl., 2149 Soi Sukhumvit 83, Phra Khanong, Bangkok 10260 (Mon - Fri from 8.30am - 3.30pm) 911/1-3 Phaholyothin Rd., Phaya Thai, Bangplee Tel : 0 2741 4206-7, 0 2741 4210 Bangkok 10400 (Daily from 10.00am - 7.00pm) Fax : 0 2742 5816 Tel BIG C Center Bangplee, 89 Moo 9 : 0 2271 0089, 0 2271 3447, 0 2271 2662 Fax : 0 2271 0088 Taeparak KM. 13 Rd., Bangplee, Buntudthong Samut Prakarn 10540 (Daily from 8.30am - 3.30pm) Tel 56/20, 56/59-62 Rama I Rd., Pathum Wan, Asok Montri (Mon - Fri from 8.30am - 3.30pm) : 0 2752 4505, 0 2752 4507-9, 0 2752 4506 Fax : 0 2752 4504 Bangkok 10330 Tel : 0 2214 1733, 0 2214 2067, Fax : 0 2215 4836 0 2214 2252, 0 2214 1292 Ratchapark Building, 1st Fl., 163 Sukhumvit 21 Rd., Wattana, Bangrak Bangkok 10110 (Mon - Fri from 8.30am - 3.30pm) Tel Jems Tower Building, Central Bangna 0 2258 3265, 0 2258 3268, 1249/19, 1249/50, 1249/59 (Daily from 10.30am - 7.30pm) 0 2258 3881 Charoen Krung Rd., Bangrak, 587 Room 252-254 Bangna-Trad Rd., Bangkok 10500 Bangna, Bangkok 10260 Tel : 0 2237 5050-1, 0 2237 8577-8, Tel : 0 2361 7851-3 0 2234 5265, 0 2266 9896-7, Fax : 0 2361 7854 Fax : 0 2258 3259, 0 2258 3261, : 0 2258 9552 Bang Bon (Mon - Fri from 8.30am - 3.30pm) 289 Eakchai Rd., Bang Bon, Bangkok 10150 Tel : 0 2898 0423-5, 0 2415 6984 Fax : 0 2898 0426 0 2234 5266 Fax : 0 2266 9667 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 129 Branch Network As at 31 December 2014 Central Grand Rama 9 City Complex Latphrao (Daily from 10.30am - 7.30pm) (Mon - Fri from 8.30am - 5.00pm) (Mon - Fri from 8.30am - 3.30pm) Central Plaza Grand Rama 9 Department Store, City Complex Building, 831 Petchburi Rd., 1558 Ladphrao Rd., Wang Thong Lang, 5th Fl., Room No. 508-2, 9/8, 9/9 Rama 9 Rd., Ratchathewi, Bangkok 10400 Bangkok 10310 Huai Kwang, Bangkok 10310 Tel Tel : 0 2255 0746, 0 2255 0749, Tel : 0 2160 3851-4 0 2653 8522, 0 2613 5199, Fax : 0 2160 3855 0 2252 1211 Fax : 0 2255 0748 : 0 2514 2709, 0 2514 2964, 0 2539 5800, 0 2530 1120, 0 2933 7416-7 Fax : 0 2539 2003 Central Pinklao (Daily from 10.30am - 7.30pm) Empire Tower Leng Nuei Yee Central Pinklao Department Store, (Mon - Fri from 8.30am - 4.30pm) (Mon - Fri from 8.30am - 5.00pm) 7/1 Baromratchonnanee Rd., Bangkok-noi, Empire Tower, B1 Fl., Unit K27, 416-8 Charoen Krung Rd., Sampanthawong, Bangkok 10700 195 South Sathorn Rd., Yannawa, Bangkok 10100 Tel : 0 2884 8030-2 Sathon, Bangkok 10120 Tel : 0 2623 1644-7 Fax : 0 2884 8033 Tel : 0 2287 2870-3 Fax : 0 2623 1090 Fax : 0 2287 2874 Central Rama 2 Major Phra Pra Daeng (Daily from 10.30am - 7.30pm) Fashion Island (Daily from 10.30am - 7.30pm) Central Plaza Rama 2 Department Store, (Daily from 10.30am - 7.30pm) Major Phra Pra Daeng Building, 360/14 Moo 7, 1st Fl., Room 159, 160 Rama 2 Rd., Fashion Island Department Store, Suksawat Rd., Ratburana, Bangkok 10140 Bang Khun Thien, Bangkok 10150 587, 589 Ramintra Rd., Kunayao, Tel : 0 2818 1970-2 Tel : 0 2415 1648-50, 0 2415 1867 Bangkok 10230 Fax : 0 2818 1973 Fax : 0 2415 1868 Tel : 0 2947 5307-9, 0 2947 5311, Fax : 0-2947-5310 0 2947 5311 Central Plaza Rama 3 (Daily from 11.00am - 8.00pm) Manorom (Mon - Fri from 8.30am - 3.30pm) Manorom Building, 3354/1 Rama 4 Rd., Central Plaza Rama 3 Department Store, Gateway Ekamai Klongton, Klong Toey, Bangkok 10110 4th Fl., Unit No. 434, 79 Sathupradit Rd., (Daily from 10.30am - 7.30pm) Tel : 0 2249 7480-2 Chong Nonsri, Yanawa, Bangkok 10120 Gateway Ekamai Department Store, Fax : 0 2249 7479 Tel : 0 2164 0085-6, 0 2673 7027-8 982/22 Sukhumvit Rd., Phra Khanong, Fax : 0 2164 0087 Klongtoey, Bangkok 10110 Megabangna Tel : 0 2108 2856-9 (Daily from 10.30am - 7.30pm) Fax : 0 2108 2849 39 Moo 6, Bangna-Trad Rd., KM. 8, Central Rattanathibet (Daily from 10.00am - 8.00pm) Bangkaew, Bangplee, Samut Prakarn 10540 Central Plaza Rattanatibeth, 2nd Fl., Huamark Tel : 0 2186 8702-5 Zone E-Centre Department Store, (Mon - Fri from 8.30am - 3.30pm) Fax : 0 2186 8706 562, 566 Moo 8, Rattanathibet Rd., 5, 7, 9 Soi Ramkhamheang 19/1, Muang, Nonthaburi 11000 Ramkhamhaeng Rd., Bangkapi, Bangkok 10240 Minburi Tel Tel (Mon - Fri from 8.30am - 3.30pm) : 0 2527 8619-20, 0 2527 8631, 0 2527 8633 Fax : 0 2527 8636 : 0 2318 8561-4, 0 2718 4624, 0 2319 3062 Fax : 0 2318 0139 Navamin Plaza, G Fl., 599/1 Moo 13 Sihaburanukit Rd., Minburi, Bangkok 10510 Tel : 0 2518 0815-7 Fax : 0 2518 0799 Chaengwatana Klong Toey (Mon - Fri from 8.30am - 3.30pm) (Mon - Fri from 8.30am - 3.30pm) Na Nakorn Building, 99/349 Moo 2, Rama IV Department Store, Muang Thong Thani Chaengwatana Rd., Donmuang, Bangkok 10210 1472-1474 Rama IV Rd., Klong Toey, (Mon - Fri from 8.30am - 3.30pm) Tel Bangkok 10110 339 Muangthongthani, Bondstreet Rd., Tel : 0 2249 0886-7, 0 2249 0888-90 Parkkred, Nonthaburi 11120 Fax : 0 2249 4075 Tel : 0 2503 4940-3 Fax : 0 2503 4914 : 0 2576 1057-60, 0 2576 1544-5, 0 2576 1531-2 Fax 130 : 0 2576 1533 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Branch Network As at 31 December 2014 Ngam Wong Wan Phaholyothin Soi 19 Ratchada-Huay Khwang (Mon - Fri from 8.30am - 3.30pm) (Mon - Fri from 8.30am - 3.30pm) (Mon - Fri from 8.30am - 3.30pm) 207/15 Moo 6, Ngam Wong Wan Rd., Rasa Tower Building, 555 Phaholyothin Rd., 167/8 Ratchadaphisek Rd., Din Daeng, Luksi, Bangkok 10210 Chatuchak, Bangkok 10900 Bangkok 10320 Tel : 0 2591 7902, 0 2591 0770 Tel : 0 2937 0300-4, 0 2513 3165 Tel : 0 2276 9408-12, 0 2276 9414 Fax : 0 2591 0771 Fax : 0 2937 0305 Fax : 0 2276 9413 Nong Khaem Phahurad Ratchada-Sathupradit (Mon - Fri from 8.30am - 3.30pm) (Mon - Fri from 8.30am - 5.00pm, (Mon - Fri from 8.30am - 3.30pm) 77/207 Moo 2, Phetkasem Rd., Sat from 10.00am - 5.00pm) 127/1 Nonsee Rd., Yannawa, Bangkok 10120 Nong Khaem, Bangkok 10160 The Old Siam Plaza, 2/30-33, 4/11-14 Tel : 0 2681 1111-5, 0 2681 1738, Tel : 0 2420 7941-4 Burapa Rd., Phra Nakhon, Bangkok 10200 Fax : 0 2420 7940 Tel : 0 2222 0176-9, 0 2222 4113-4, Fax : 0 2681 1110 Fax : 0 2223 0708 0 2295 3706-7 0 2223 1854-5, 0 2623 8477 Nonthaburi (Mon - Fri from 8.30am - 3.30pm) Ratchada-Thaphra (Mon - Fri from 8.30am - 3.30pm) 32/16-19 Pracharat Rd., Muang, Phra Pinklao Decha Building, 299 Ratchadaphisek 6 Rd., Nonthaburi 11000 (Mon - Fri from 8.30am - 3.30pm) Thonburi, Bangkok 10600 Tel 30 Charansnidvongs Rd., Bangplad, Tel : 0 2476 9945-9 Bangkok 10700 Fax : 0 2476 9944 : 0 2525 1770-2, 0 2968 4592-4, 0 2968 4594 Fax : 0 2526 2993 Tel : 0 2434 7110-3, 0 2434 7115, Fax : 0 2434 7114 0 2424 2283 On Nut (Mon - Fri from 8.30am - 3.30pm) Samrong (Mon - Fri from 8.30am - 3.30pm) 999/99 Moo 1, Sukhumvit Rd., Muang, 1468, 1470 On Nut Rd., Suan Luang, Platinum Pratunam Samut Prakan 10270 Bangkok 10250 (Daily from 10.00am - 7.00pm) Tel Tel : 0 2332 3134-7 The Platinum Fashion Mall, B Fl., Fax : 0 2331 8519 222/125, 222/177, 222/178 Petchaburi Rd., Ratchathewi, Bangkok 10400 Paradise Park Tel : 0 2121 8215-8 (Daily from 10.30am - 7.30pm) Fax : 0 2121 8219 Paradise Park, 2nd Fl., 2C004 Srinakarin Rd., : 0 2384 7656, 0 2384 4510, 0 2394 0422, 0 2394 0428, 0 2394 0488, 0 2756 8597-8 Fax : 0 2384 4352 Samyeak (Mon - Fri from 8.30am - 3.30pm) Nongbon, Prawet, Bangkok 10250 Rajchaprarop 601 Charoen Krung Rd., Tel : 0 2746 0816-8 (Mon - Fri from 8.30am - 5.00pm) Samphanthawong, Bangkok 10100 Fax : 0 2746 0819 120/126 Rajchaprarop Rd., Ratchathewi, Tel : 0 2222 5111-6 Bangkok 10400 Fax : 0 2222 1354 Pattanakarn Tel : 0 2656 3071-2, 0 2656 3068 (Mon - Fri from 8.30am - 3.30pm) Fax : 0 2251 0404 309/1-4 Patanakarn Rd., Prawet, Bangkok 10250 Saphanmai (Mon - Fri from 8.30am - 3.30pm) Tel : 0 2322 0439, 0 2322 0441-3 Rajchawong 108/502-503 Moo 7, Phaholyothin Rd., Fax : 0 2322 0438 (Mon - Fri from 8.30am - 3.30pm) Bangkhen, Bangkok 10220 219/2 Rajawongse Rd., Sampandhawongse, Tel : 0 2522 6646-8 Phaholyothin KM.26 Bangkok 10100 Fax : 0 2522 6649 (Mon - Fri from 8.30am - 3.30pm) Tel : 0 2221 7515, 0 2622 7388-90 1/737 Moo 17, Soi Amporn, Phaholyothin KM. 26, Fax : 0 2622 7392 Lam Luk Ka, Pathum Thani 12150 Sathon 2 (Mon - Fri from 8.30am - 3.30pm) Tel : 0 2532 3645-50, 0 2532 3644 Rangsit Bangkok City Tower Building, Fax : 0 2532 3641 (Daily from 10.30am - 7.30pm) 179/3 South Sathon Rd., Sathon, Bangkok 10120 Future Park Rangsit Building, 94 Moo 2, Tel : 0 2679 5700-2, 0 2679 5704 Thanyaburi, Pathum Thani 12110 Fax : 0 2679 5703 Tel : 0 2958 0562-7 Fax : 0 2958 0568 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 131 Branch Network As at 31 December 2014 Seacon Bangkae Siam Square Sukhumvit 4 (Daily from 10.30am - 7.30pm) (Mon - Fri from 8.30am - 5.00pm, (Mon - Fri from 8.30am - 3.30pm) Seacon Bangkae Department Store, Sat from 10.00am - 5.00pm) 142 Sukhumvit Rd., Klong Toey, Bangkok 10110 607 Phetchakasem Rd., Bangwa, 410-410/1 Siam Square Soi 6, Rama I Rd., Tel Phasi Charoen, Bangkok 10160 Pathum Wan, Bangkok 10500 Tel : 0 2454 8792-5 Tel Fax : 0 2454 8696 Fax 0 2653 2218, 0 2653 2180, : 0 2251 3343, 0 2251 2145, 0 2251 2278-9 : 0 2653 2178-9, 0 2253 5137, 0 2252 2522 Fax : 0 2653 2181 : 0 2251 2280 Seacon Square Sukhumvit 25 (Daily from 10.30am - 7.30pm) Silom 2 (Mon - Fri from 8.30am - 3.30pm) Seacon Square Department Store, (Mon - Fri from 8.30am - 5.00pm) Ban Chang Glass House Building, 3rd Fl., 55 Unit 3057F, 55 Srinakarin Road, 14 Silom Rd., Bangrak, Bangkok 10500 1 Soi Sukhumvit 25, Klong Toey, Bangkok 10110 Nongbon, Pravej, Bangkok 10250 Tel : 0 2632 8801-3, 0 2632 8805 Tel Tel : 0 2721 9103-4, 0 2138 5744-5 Fax : 0 2632 8804 Fax : 0 2138 5746 : 0 2258 0270-1, 0 2260 6117-9, 0 2258 9330-2, 0 2661 7741, 0 2661 7761 Silom Complex Fax : 0 2258 4582 Senanikom (Daily from 10.30am - 7.30pm) (Mon - Fri from 8.30am - 3.30pm) Silom Complex Building, 4th Fl., 191 Silom Rd., Sukhumvit 26 126/19 Phaholyothin 32 Rd. (Soi Senanikom 1), Bangrak, Bangkok 10500 (Mon - Fri from 8.30am - 3.30pm) Chatuchak, Bangkok 10900 Tel : 0 2231 3139-40, 0 2231 3100-1 690 Sukhumvit Rd., Klong Toey, Bangkok 10110 Tel Fax : 0 2231 3137 Tel : 0 2620 4469-71, 73-80 Fax : 0 2260 5312 : 0 2561 3100-1, 0 2579 6248, 0 2561 1054, 0 2941 7775 Fax : 0 2579 9088 Soi Yoo Dee (Mon - Fri from 8.30am - 3.30pm) Sukhumvit 83 Si Phraya 597/113-114 Trok Watchannai, Chan Rd., (Mon - Fri from 8.30am - 3.30pm) (Mon - Fri from 8.30am - 3.30pm) Bang Khoe Laem, Bangkok 10120 Market Plus Building, 2nd Fl., 295 Si Phraya Rd., Bangrak, Bangkok 10500 Tel : 0 2292 1627-8, 0 2291 4904-5, 2149 Soi Sukhumvit 83, Pra Khanong, Fax : 0 2291 4906 Tel 0 2631 5440-1 Fax 0 2291 4907 : 0 2235 2884-7, 0 2236 6805, : 0 2235 2882 Bangkok 10260 Tel : 0 2742 5812-5, 0 2742 5818 Fax : 0 2742 5816 Songwad Si Yeak Sriwara (Mon - Fri from 8.30am - 3.30pm) Sukhumvit 101 (Piyarom Park) (Mon - Fri from 8.30am - 3.30pm) 1252-4 Songwad Rd., Samphanthawong, (Daily from 10.00am - 7.00pm) 573/139 Soi Ramkhamhaeng 39, Prachauthit Rd., Bangkok 10100 3079/25 Soi Piyabuttra, Sukhumvit Rd., Wangthonglang, Bangkok 10310 Tel Phra Khanong, Bangkok 10260 Tel : 0 2934 7941-4 Fax : 0 2934 7945 : 0-2225-6254-5, 0-2225-3596-7, 0-2226-3606-7 Fax : 0 2225 6256 Tel : 0 2730 5100-3, 0 2730 5104-5 Fax : 0 2730 5106 Siam Paragon Srinakarin Suksawat (Daily from 10.00am - 7.00pm) (Mon - Fri from 8.30am - 3.30pm) (Mon - Fri from 8.30am - 3.30pm) Siam Paragon Shopping Center, Main Level, 395/5 Srinakarin Rd., Muang, 393,395,397 Suksawat Rd., Rat Burana, Unit M14, 991 Rama 1 Rd., Pathum Wan, Samut Prakarn 10270 Bangkok 10140 Pathum Wan, Bangkok 10330 Tel : 0 2385 7312-5 Tel : 0 2477 2409-11 Tel : 0 2129 4570-2 Fax : 0 2385 7316 Fax : 0 2468 6028 Fax : 0 2129 4573 132 St. Louis 3 Surawong (Mon - Fri from 8.30am - 3.30pm) (Mon - Fri from 8.30am - 3.30pm) 9/10 Trok Chan Saphan 3, Chan Rd., 134 Surawongse Rd., Bangrak, Bangkok 10500 Sathon, Bangkok 10120 Tel : 0 2233 9730-3 Tel : 0 2212 7024, 0 2211 1407 Fax : 0 2235 5208 Fax : 0 2211 0815 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Branch Network As at 31 December 2014 Talard Thai Thanon Phaholyothin 8 Thanon Vorachak (Daily from 9.30am - 6.30pm) (Mon - Fri from 8.30am - 3.30pm) (Mon - Fri from 8.30am - 3.30pm) 32/1044 Moo 9, Klongnueng, Klongluang, Shinawatra Tower 1 Building, G Fl., 94-96 Vorachak Rd., Pom Prap Sattru Phai, Pathum Thani 12120 414 Phaholyothin Rd., Phayathai, Bangkok 10100 Tel : 0 2908 4784-7 Bangkok 10400 Tel : 0 2225 9086, 0 2225 9088, Fax : 0 2908 4847 Tel : 0 2616 9760-2, 0 2357 1690 Fax : 0 2357 1490 Fax : 0 2225 9087 0 2225 9085, 0 2621 1247 Talard Si Mummuang (Mon - Fri from 8.30am - 3.30pm) Thanon Phayathai Thanon Witthayu 355/33-35 Moo 8, Phaholyothin Rd., (Mon - Fri from 8.30am - 3.30pm) (Mon - Fri from 8.30am - 5.00pm) Lam Luk Ka, Pathum Thani 12130 Golden Town Building, 1st Fl., 71 Phaya Thai Rd., CRC Tower Building, G Fl., Tel : 0 2536 7850, 0 2536 7854-6 Ratchathewi, Bangkok 10400 121, 87/2 Wireless Rd., Pathum Wan, Fax : 0 2536 7853 Tel : 0 2653 4530-2 Bangkok 10330 Fax : 0 2653 4658 Tel : 0 2255 5392-4 Fax : 0 2255 5395 Thaiwa Tower (Mon - Fri from 8.30am - 3.30pm) Thanon Phraram 6 Thai Wah Tower 1 Building, (Mon - Fri from 8.30am - 3.30pm) 21/63-66 South Sathon Rd., Sathon, Tipco Tower Building, 118/1 Rama VI Rd., Thanon Yaowarat (Mon - Fri from 8.30am - 5.00pm) Bangkok 10120 Phaya Thai, Bangkok 10400 422, 424 Yaowaraj Rd., Samphanthawong, Tel : 0 2285 0092-4 Tel : 0 2357 3460-3, 0 2357 3332 Bangkok 10100 Fax : 0 2285 0095 Fax : 0 2357 3464 Tel : 0 2226 2930-1, 0 2226 5855 Fax : 0 2226 2933 Thanon Asoke-Dindaeng Thanon Phraram 9 (Mon - Fri from 8.30am - 3.30pm) (Mon - Fri from 8.30am - 3.30pm) The Circle Ratchapruk 729 Asoke-Dindaeng Rd., Din Daeng, Worrasombat Building, Ground Fl., (Daily from 10.30am - 7.30pm) Bangkok 10320 100/1 Rama IX Rd., Huai Khwang, 39 Room R6 Ratchapruk Rd., Bangramap, Tel : 0 2248 6935-7 Bangkok 10310 Taling Chun, Bangkok 10170 Fax : 0 2248 6933 Tel : 0 2645 0683-5 Tel : 0 2863 8624-6 : 0 2645 0440 Fax : 0 2863 8627 Fax Thanon Khaolarm (Mon - Fri from 8.30am - 3.30pm) Thanon Pracha-U-Thit The Mall Bangkae 2214, 2216 Khaolarm Rd., Samphanthawong, (Mon - Fri from 8.30am - 3.30pm) (Daily from 10.30am - 7.30pm) Bangkok 10100 147/1-4 Moo 8, Pracha-U-Thit Rd., The Mall Bangkae, 3rd Fl., 275 Moo 1, Tel : 0 2238 2540-1, 0 2234 3399 Rat Burana, Bangkok 10140 Petchakasem Rd., North Bangkae, Fax : 0 2238 2543 Tel : 0 2873 1457-60, 0 2873 1439 Bangkae, Bangkok 10160 Fax : 0 2873 1440 Tel : 0 2482 9582-5 Fax : 0 2482 9586 Thanon Kingkaew (Mon - Fri from 8.30am - 3.30pm) Thanon Sri Wara 9-4 Moo 7, Kingkaew Rd., Rachatewa, (Mon - Fri from 8.30am - 3.30pm) The Mall Bangkapi Bangplee, Samut Prakan 10540 314 Soi Ladphrao 94 (Panjamit), Sri Wara Rd., (Daily from 10.30am - 7.30pm) Tel Wang Thong Lang, Bangkok 10310 The Mall Bangkapi, 3rd Fl., 3522 Ladphrao Rd., Tel : 0 2559 3600-5, 0 2935 6025-6 Kong-jun, Bangkapi, Bangkok 10240 Fax : 0 2559 3606 Tel : 0 2363 3570-3 Fax : 0 2363 3574 Fax : 0 2175 1967-70 : 0 2175 1971 Thanon Krungthonburi (Mon - Fri from 8.30am - 3.30pm) Thanon Sukhaphiban 3 Sinsathorn Tower, 77/2 Krungthonburi Rd., (Mon - Fri from 8.30am - 3.30pm) Thonglor Klongsarn, Bangkok 10600 902 Ramkamhaeng Rd., Bangkapi, (Mon - Fri from 8.30am - 3.30pm) Tel : 0 2440 0345-9, 0 2440 0348 Bangkok 10240 283/15-17, 283/65, Soi Thonglor 13, Fax : 0 2440 0350 Tel Sukhumvit 55 Rd., Wattana, Bangkok 10250 Fax : 0 2375 8725, 0 2375 8794, 0 2375 8799, 0 2377 9183, Tel : 0 2712 7150-5 0 2377 5285, 0 2735 4018 Fax : 0 2712 7156 : 0 2375 8795 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 133 Branch Network As at 31 December 2014 Union Mall Ladprao Phra Nakhon Si Ayutthaya Ban Bung (Daily from 11.00am - 8.00pm) (Mon - Fri from 8.30am - 3.30pm) (Mon - Fri from 8.30am - 3.30pm) Union Mall Center, 2nd Fl., 54 Ladprao Rd., 255 Moo 5, Rojana Rd., 403 Chon Buri-Baan Bung Rd., Jompol, Chatuchak, Bangkok 10900 Phra Nakhon Si Ayutthaya, Baan Bung, Chon Buri 20170 Tel : 0 2939 2613-5 Phra Nakhon Si Ayutthaya 13000 Tel : 0 3844 3628, 0 3844 3072, Fax : 0 2937 1730 Tel Fax : 0 3844 3039 0 3522 9049 United Center Fax 0 3875 0979-80, 0 3875 1118-9 : 0 3524 6116, 0 3524 6030, : 0 3524 1546 Bang Lamung (Mon - Fri from 10.30am - 6.30pm) United Center Building, 2nd Fl., Unit 209A, Ratchaburi (Mon - Fri from 8.30am - 3.30pm) 323 Silom Rd, Silom, Bangrak, Bangkok 10500 (Mon - Fri from 8.30am - 3.30pm) 90/27 Moo 5, Pattaya-Naglue Rd., Tel : 0 2237 4890-3 111 Kathatorn Rd., Na Muang, Bang Lamung, Chon Buri 20150 Fax : 0 2237 4894 Muang Ratchaburi, Ratchaburi 70000 Tel Wiphawadi-Rangsit 9 Tel : 0 3231 0321-3 Fax : 0 3231 0324 0 3842 7748-9, 0 3842 0273, 0 3872 6817 Fax (Mon - Fri from 8.30am - 3.30pm) : 0 3842 8418, 0 3842 9333, : 0 3842 3332 T.S.T. Tower Building, 21 Wiphawadi-Rangsit Rd., Samut Sakhon Chatuchak, Bangkok 10900 (Mon - Fri from 8.30am - 3.30pm) Central Chonburi Tel : 0 2273 8120-1, 0 2273 8939-40 927/403 Sethakit 1 Rd., Muang, (Daily from 11.00am - 8.00pm) Fax : 0 2273 8122 Samut Sakhon 74000 Central Plaza Chonburi, 2nd Fl., Tel 55/88-9, 55/91 Sukhumvit Rd., Yaowarat Mahajak (Mon - Fri from 8.30am - 5.00pm) : 0 3481 0514-5, 0 3442 7510, 0 3442 7582 Fax : 0 3481 0513 236, 238, 240 Yaowarat Rd., Chakkrawat, Samet, Muang, Chon Buri 20000 Tel : 0 3805 3920-3 Fax : 0 3805 3924 Samphanthawong, Bangkok 10110 Samut Songkhram Tel : 0 2225 5241-44 (Mon - Fri from 8.30am - 3.30pm) Chon Buri Fax : 0 2225 5245 125/104 Tang Kao Muang Rd., (Mon - Fri from 8.30am - 3.30pm) Muang, Samut Songkhram 75000 804 Kor Chetchamnong Rd., Tel Muang, Chon Buri 20000 Central Area Chachoengsao (Mon - Fri from 8.30am - 3.30pm) Fax : 0 3471 8111, 0 3471 8222, 0 3471 8626, 0 3471 8628, Tel : 0 3827 3601-6 0 3471 8629, 0 3474 0028 Fax : 0 3827 3607 : 0 3471 8627 94/3 Chumphon Rd., Muang, Chon Buri 2 Chachoengsao 24000 Saraburi (Mon - Fri from 8.30am - 3.30pm) Tel (Mon - Fri from 8.30am - 3.30pm) 116/110 Moo 3, Sukhumvit Rd., 427 Phaholyothin Rd., Muang, Muang, Chon Buri 20000 Saraburi 18000 Tel : 0 3879 7457-9, 0 3879 7462 Tel : 0 3621 2137-8, 0 3631 2055-6, Fax : 0 3879 7461 Fax : 0 3622 1636 : 0 3851 1621-2, 0 3881 8149, 0 3851 4627-8, 0 3853 5083 Fax : 0 3851 1623 Kanchanaburi (Mon - Fri from 8.30am - 5.00pm) 0 3622 2344, 0 3622 1630 160/39-40 Sangchutoe Rd., Ban Nuea, Muang, Kanchanaburi 71000 Tel : 0 3452 1621-3 Fax : 0 3452 1624 Pattaya (Mon - Fri from 10.00am - 6.00pm) Eastern Area 325/115-116 Moo 10, Pattaya Sai 2 Rd., Bang Lamung, Chon Buri 20260 Chanthaburi Tel : 0 3842 9464, 0 3871 0414, Fax : 0 3842 9400 (Mon - Fri from 8.30am - 3.30pm) Nakhon Pathom 82/9 Thachalab Rd., Muang, (Mon - Fri from 8.30am - 5.00pm) Chanthaburi 22000 63-65 Rajvithi Rd., Muang, Tel : 0 3931 2822, 0 3934 6616, Fax : 0 3932 1201 0 3934 6434-5 Nakhon Pathom 73000 Tel : 0 3425 1184-6 Fax : 0 3425 1186 134 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 0 3841 0027 Branch Network As at 31 December 2014 Robinson Sriracha Northeastern Area (Daily from 11.00am - 8.00pm) Surin (Mon - Fri from 8.30am - 3.30pm) Robinson Sriracha Department Store, Khon Kaen 79, 81, 83 Chitbumrung Rd., Muang, Surin 32000 90/1 Sukhumvit Rd., Si Racha, Chon Buri 20110 (Mon - Fri from 8.30am - 3.30pm) Tel : 0 4453 8384, 0 4451 1848, Tel : 0 3832 8458-60 34, 34/1-2 Namuang Rd., Muang, Fax : 0 3832 8461 Khon Kaen 40000 Fax : 0 4451 1081 Tel : 0 4323 7620-1, 0 4333 4577, Fax : 0 4323 7435 Sri Racha (Mon - Fri from 8.30am - 3.30pm) 0 4323 7609 135/19 Sukhumvit Rd., Si Racha, Chon Buri 20110 0 4451 8997, 0 4451 8998 Ubon Ratchathani (Mon - Fri from 8.30am - 3.30pm) 177 Ubparat Rd., Muang, Tel : 0 3832 4500-2, 0 3832 4504 Khonkaen-Thanon Mittraparb Ubon Ratchathani 34000 Fax : 0 3832 4503 (Mon - Fri from 8.30am - 3.30pm) Tel 81/1 Mitraparb Rd., Muang, Khon Kaen 40000 Ban Chang Tel (Mon - Fri from 8.30am - 5.00pm) 51/12 Moo 5, Sukhumvit Rd., Fax 0 4524 4717, 0 4526 2904, : 0 4324 1686, 0 4324 1268, 0 4324 2547 : 0 4524 3830-1, 0 4524 4270-1, 0 4531 1825, 0 4524 4718 Fax : 0 4524 3832 : 0 4323 8435 Ban Chang, Rayong 21130 Ban Huay Udonthani Tel : 0 3860 3120-3, 0 3860 3124-25 Nakhon Ratchasrima (Mon - Fri from 8.30am - 3.30pm) Fax : 0 3860 3119 (Mon - Fri from 8.30am - 3.30pm) 214/27-29 Udon Dutsadi Rd., Mak Khaeng, 2-4 Choompol Rd., Muang, Muang, Udonthani 41000 Eastern Seaboard Nakhon Ratchasima 30000 Tel : 0 4224 3639-41 (Mon - Fri from 8.30am - 3.30pm) Tel : 0 4426 8873-7 Fax : 0 4224 3643 Thanon Hemaraj Avenue, 24/1 Moo 4, Fax : 0 4425 5476 Pluak Daeng, Rayong 21140 Tel Fax CentralPlaza Udonthani Nakhon Ratchasrima 2 (Daily from 11.00am - 8.00pm) 0 3895 5287, 0 3895 5290 (Mon - Fri from 8.30am - 3.30pm) CentralPlaza Udonthani Department Store, (0 3889 1489 ATM) 545 Friendship Highway, Muang, 277/3 Prajaksillapakom Rd., Nakhon Ratchasima 30000 Muang, Udon Thani 41000 Tel : 0 4426 3487-91 Tel : 0 4292 1458-61 Fax : 0 4426 3493 Fax : 0 4292 1462 : 0 3895 5284-6, 0 3895 5288, : 0 3895 5289 Laemthong Rayong (Daily from 10.00am - 8.00pm) Laemthong Rayong Shopping Plaza, 1st Fl., Roiet Udon Thani 554/4 Sukhumvit Rd., Muang, Rayong 21150 (Mon - Fri from 8.30am - 3.30pm) (Mon - Fri from 8.30am - 3.30pm) Tel : 0 3802 3400-3 427-429 Phadungpanich Rd., 359 Phosri Rd., Muang, Udon Thani 41000 Fax : 0 3802 3404 Muang, Roiet 45000 Tel Map Ta Phut : 0 4351 5850-2 0 4234 3425, 0 4224 9590, Fax : 0 4351 5854 0 4234 3023, 0 4221 3036, (Mon - Fri from 8.30am - 5.00pm) 0 4224 4733, 0 4224 4062 267/11-13 Sukhumvit Rd., Map Ta Phut, Sakhon Nakhon Muang, Rayong 21150 (Mon - Fri from 8.30am - 3.30pm) Tel 1748/4 Sukkasem Rd., Muang, : 0 3860 7945, 0 3860 7947, 0 3860 7949, 0 3860 7957 Fax : 0 3860 8718 : 0 4222 1333, 0 4222 3613, Tel Fax : 0 4224 4062 Sakon Nakhon 47000 Tel : 0 4271 6350, 0 4271 6303, 0 4271 6895, 0 4271 6765, Rayong (Mon - Fri from 8.30am - 3.30pm) 0 4271 6230 Fax : 0 4271 6728 144/39-41 Sukhumvit Rd., Muang, Rayong 21000 Tel : 0 3861 4730-3, 0 3861 4255-6 Fax : 0 3861 4734 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 135 Branch Network As at 31 December 2014 Northern Area Phitsanulok Thanon Phetchakasem Hat Yai (Mon - Fri from 8.30am - 3.30pm) (Mon - Fri from 8.30am - 3.30pm) Central Airport Chiangmai 112/39-41 Akartodsrod Rd., Muang, 458/2 Phetchakasem Rd., Hat Yai, (Daily from 11.00am - 8.00pm) Phitsanulok 65000 Songkhla 90110 2 Manidol Rd., 252-252/1 Wualai Rd., Tel : 0 5522 5153-5 Tel : 0 7422 0262-3, 0 7422 0274-5 Haiya, Muang, Chiangmai 50100 Fax : 0 5522 5156 Fax : 0 7422 0281 Tel : 0 5390 4143-6 Fax : 0 5390 4147 Southern Area CentralPlaza Suratthani (Daily from 11.00am - 8.00pm) Chiang Mai-Huaikaew Nakhon Sri Thammarat 88 Moo 10, Wat Pradu, Muang, (Mon - Fri from 8.30am - 3.30pm) (Mon - Fri from 8.30am - 3.30pm) Surat Thani 84000 137 Huay Kaew Rd., Muang, Chiangmai 50200 1719-1721 Rajdamnern Rd., Muang, Tel : 0 7760 2700-3 Tel : 0 5321 1091-4 Nakhon Sri Thammarat 80000 Fax : 0 7760 2704 Fax : 0 5321 1095 Tel : 0 7535 6112, 0 7535 6860-1 Fax : 0 7534 2352 Thanon Highway-Chiang Mai Surat Thani (Mon - Fri from 8.30am - 3.30pm) (Mon - Fri from 8.30am - 3.30pm) Central Festival Phuket 191/1-3 Chonkasem Rd., Muang, 1/99 Chiang Mai-Lampang Rd., Muang, (Daily from 10.30am - 7.30pm) Surat Thani 84000 Chiang Mai 50000 Central Festival Phuket, 2nd Fl., 74-75 Moo 5, Tel : 0 7728 6292-4 Tel : 0 5330 4701-4, 0 5330 4706 Wishit, Phuket, Phuket 83000 Fax : 0 7728 6298 Fax : 0 5330 4705 Tel : 0 7621 0492, 0 7621 0526, Fax : 0 7621 0596 0 7621 0534, 0 7621 0575 Thanon Sridonchai Chiangmai (Mon - Fri from 8.30am - 5.00pm) Trang (Mon - Fri from 8.30am - 3.30pm) 1/5-6 Rama VI Rd., Thap Thiang, 54, 54/1 Sridonchai Rd., Haiya, Muang, Hat Pa Tong Muang, Trang 92000 Chiang Mai 50100 (Mon - Fri from 9.30am - 4.30pm) Tel : 0 7521 7782-4, 0 7521 7781 Tel : 0 5327 0029-30, 0 5328 2903, 159, 161, 163 Rat-U-Thit 200 Years Rd., Fax : 0 7521 7785 Fax : 0 5328 2015 0 5382 1080-1 Krathu, Phuket 83150 Tel : 0 7634 0489, 0 7634 0142-3 Yala Fax : 0 7634 1169 (Mon - Fri from 8.30am - 3.30pm) Chiang Rai 8-12 Pipitpakdi Rd., Muang, Yala 95000 (Mon - Fri from 8.30am - 3.30pm) Ha Yeak Chalong Phuket 643/5 Moo 3, Uttrakit Rd., Muang, (Mon - Fri from 8.30am - 3.30pm) Chiang Rai 57000 9/108 Moo 9, Chaofa (East) Rd., Chalong, Tel Muang, Phuket 83130 Fax : 0 5371 6786, 0 5371 1414, 0 5371 6557 Tel : 0 7638 3801-4 : 0 5371 5429 Fax : 0 7638 3805 Lampang Phuket (Mon - Fri from 8.30am - 3.30pm) (Mon - Fri from 8.30am - 3.30pm) 255 Boonwat Rd., Muang, Lampang 52000 206 Phuket Rd., Muang, Phuket 83000 Tel Tel : 0 7621 1566, 0 7621 1577, Fax : 0 7621 4903 : 0 5421 8383, 0 5422 7383, 0 7621 4901-2, 0 7621 0970-1 0 5421 8454, 0 5421 8373 Fax : 0 5422 7637 Nakhon Sawan Hat Yai (Mon - Fri from 8.30am - 3.30pm) (Mon - Fri from 8.30am - 3.30pm) 532-534 Kosi Rd., Muang, Nakhon Sawan 60000 164 Nipat-utit 1 Rd., Hat Yai, Tel Songkhla 90110 : 0 5621 4109, 0 5621 4690, 0 5621 4709, 0 5631 4234-5, Tel : 0 7424 3032, 0 7424 5033, Fax : 0 7423 5606 0 5631 4299, 0 5621 3166 Fax 136 : 0 5621 3224 0 7423 5605, 0 7424 3810 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 Tel : 0 7321 2218, 0 7321 2414, Fax : 0 7321 3764 0 7324 0872, 0 7324 0873 Company Information Name Public company registration number Nature of business Registration address Tel Fax S.W.I.F.T Website : : : : : : : : Auditor Ms. Somjai Ms. Ratana Mrs. Nonglak : Certified Public Accountant (Thailand) No. 4499 and/or : Certified Public Accountant (Thailand) No. 3734 and/or : Certified Public Accountant (Thailand) No. 4172 Khunapasut Jala Pumnoi United Overseas Bank (Thai) Public Company Limited 0107535000176 Commercial Bank 191 South Sathon Road, Sathon, Bangkok 10120 0 2343 3000 0 2287 2973-4 UOVBTHBK www.uob.co.th EY Office Limited 33rd Floor, Lake Rajada Office Complex 193/136-137 Rajadapisek Road Klongtoey, Bangkok 10110 G.P.O.Box 1047, Bangkok 10501, Thailand Tel : 0 2264 0777 Fax : 0 2264 0789 Website : www.ey.com UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 | 137 Company Information Credit Ratings Moody's Investors Service Rating Long - Term Bank Deposits Short - Term Bank Deposits Long - Term Outlook Short - Term Outlook Financial Strength Financial Strength Outlook Baa1 Prime-2 Stable Stable D Stable Fitch Ratings Rating Long - Term Foreign Currency Short - Term Foreign Currency Long - Term Outlook Viability Support National Rating - Long-term National Rating - Short-term National Rating Outlook Standard & Poor’s Counterparty Credit - Long-term Counterparty Credit - Short-term Outlook ASEAN regional scale ratings - Long-term ASEAN regional scale ratings - Short-term 138 | UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED ANNUAL REPORT 2014 as at 23 November 2014 as at 2 March 2015 AF2 Stable bb+ 1 AAA(tha) F1+(tha) Stable Rating BBB+ A2 Stable axA+ axA-1 as at 14 January 2015 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED Annual Report 2014 UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED Annual Report 2014 United Overseas Bank (Thai) Public Company Limited Head Office 191 South Sathon Road, Sathon, Bangkok 10120 Thailand Phone: (66) 2343 3000 Fax: (66) 2287 2973-4 www.UOB.co.th Wait at Terminal 21 Hong Sek Chern
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